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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 (Date of earliest event reported) May 2, 1995
THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1 Chase Manhattan Plaza, 10081
New York, New York
(Address of principal executive offices) (Zip Code)
(212) 552-2222
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On May 2, 1995, The Chase Manhattan
Corporation (the "Company") entered into a Euro
Distribution Agreement covering the issue and sale of
up to $2,165,775,000 aggregate principal amount of its
Medium-Term Notes, Series B, due from nine months from
date of issue. Said Notes were registered under the
Securities Act of 1933 pursuant to the Company's shelf
registration statements (Registration Statement Nos. 33-
55295 and 33-58144).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
1.5 Euro Distribution Agreement, dated May 2, 1995,
among the Company and the Agents named therein.
4.36 Form of Temporary Global Senior Medium-Term Note,
Series B (Fixed Rate).
4.37 Form of Temporary Global Senior Medium-Term Note,
Series B (Floating Rate).
4.38 Form of Temporary Global Subordinated Medium-Term Note,
Series B (Fixed Rate).
4.39 Form of Temporary Global Subordinated Medium-Term Note,
Series B (Floating Rate).
4.40 Form of Permanent Global Senior Medium-Term Note,
Series B (Fixed Rate).
4.41 Form of Permanent Global Senior Medium-Term Note,
Series B (Floating Rate).
4.42 Form of Permanent Subordinated Medium-Term Note, Series
B (Fixed Rate).
4.43 Form of Permanent Global Subordinated Medium-Term Note,
Series B (Floating Rate)
4.44 Form of Definitive Senior Medium-Term Note, Series B
(Fixed Rate).
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4.45 Form of Definitive Senior Medium-Term Note, Series B
(Floating Rate).
4.46 Form of Definitive Subordinated Medium-Term Note,
Series B (Fixed Rate).
4.47 Form of Definitive Subordinated Medium-Term Note,
Series B (Floating Rate).
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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
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Deborah L. Duncan
Executive Vice President
and Treasurer
May 2, 1995
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EXHIBIT INDEX
Exhibit Document
1.5 Euro Distribution Agreement, dated May 2, 1995,
among the Company and the Agents named therein.
4.36 Form of Temporary Global Senior Medium-Term Note,
Series B (Fixed Rate).
4.37 Form of Temporary Global Senior Medium-Term Note,
Series B (Floating Rate).
4.38 Form of Temporary Global Subordinated Medium-Term Note,
Series B (Fixed Rate).
4.39 Form of Temporary Global Subordinated Medium-Term Note,
Series B (Floating Rate).
4.40 Form of Permanent Global Senior Medium-Term Note,
Series B (Fixed Rate).
4.41 Form of Permanent Global Senior Medium-Term Note,
Series B (Floating Rate).
4.42 Form of Permanent Global Subordinated Medium-Term Note,
Series B (Fixed Rate).
4.43 Form of Permanent Global Subordinated Medium-Term Note,
Series B (Floating Rate).
4.44 Form of Definitive Senior Medium-Term Note, Series B
(Fixed Rate).
4.45 Form of Definitive Senior Medium-Term Note, Series B
(Floating Rate).
4.46 Form of Definitive Subordinated Medium-Term Note,
Series B (Fixed Rate).
4.47 Form of Definitive Subordinated Medium-Term Note,
Series B (Floating Rate).
51448
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U.S. $2,165,775,000
THE CHASE MANHATTAN CORPORATION
Euro Medium-Term Notes, Series B
Due From Nine Months From Date of Issue
EURO DISTRIBUTION AGREEMENT
May 2, 1995
CHASE INVESTMENT BANK LIMITED
BEAR, STEARNS INTERNATIONAL LIMITED
CS FIRST BOSTON LIMITED
GOLDMAN SACHS INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MERRILL LYNCH INTERNATIONAL LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
CHASE BANK A.G.
c/o Chase Investment Bank Limited
Woolgate House
Coleman Street
London EC2P 2HD
Ladies and Gentlemen:
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), confirms its agreement with you (each of you
being hereinafter referred to as an "Agent" and collectively as
the "Agents", which term shall include any Additional Agents (as
defined herein) appointed pursuant to Section 13 hereof) with
respect to the issue and sale by the Company of its Euro
Medium-Term Notes, Series B registered under the Registration
Statement referred to below (any such Euro Medium-Term Notes,
Series B being hereinafter referred to as the "Securities") in an
aggregate amount not to exceed the amount of securities
registered under such Registration Statement reduced by the
aggregate amount of any other securities registered under such
Registration Statement, or the equivalent thereof in one or more
foreign or composite currencies, subject to reduction as a result
of (i) the sale of the Medium-Term Notes, Series B, to be sold
inside the United States, and (ii) the aggregate amount 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.
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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, 1993 (said Indenture, as so amended and
supplemented, the "Subordinated Indenture", and together with the
Senior Indenture, the "Indentures"), between 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 appoint one or more
additional persons as agents for soliciting offers to purchase
the Securities from the Company 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 not be less than 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 may
from time to time enter into distribution agreements with one or
more additional persons as agents for soliciting offers to
purchase medium-term notes other than the Securities from the
Company intended for retail distribution in which case the
commissions to be paid to agents party to any such agreements may
vary from those set forth in Schedule A. The Company will notify
you prior to making any such appointment.
The Securities will be issued in whole or in part in
the form of one or more fully registered global securities or as
temporary global notes convertible into permanent global notes
or, if canceled, into definitive notes in bearer form. All
Securities issued as fully registered global securities in book-
entry form will be represented by (i) a global security deposited
with The Chase Manhattan Bank, N.A. (the "Bank"), as custodian
(the "Custodian") for The Depository Trust Company ("DTC"), and
registered in the name of Cede & Co., as nominee of DTC, and/or
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(ii) a global security deposited with the Bank, as common
depository (the "Common Depository") for Morgan Guaranty Trust
Company of New York, Brussels office, as operator of Euroclear
and for Cedel (each as defined in the Prospectus referred to
herein). The Company has initially appointed the Bank, acting
through its corporate trust offices in The City of New York and
at Woolgate House, Coleman Street, London EC2P 2HD, and Chase
Manhattan Bank Luxembourg, S.A., 5 Rue Plaetis, L-2338
Luxembourg, as its principal paying agents for the Securities
(the "Paying Agents"). All Securities issued in temporary global
note form will be represented initially by a temporary global
security deposited with the Common Depository and, after
conversion, as permanent global notes, or if canceled, by
definitive notes in bearer form.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form
S-3 (File No. 33-55295) (such registration statement also
constitutes post-effective amendment no. 1 to registration
statement 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 and the prospectus supplement
relating to the securities, 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, except that if any revised
prospectus shall be provided to the Agents by the Company for use
in connection with the offering of the Securities which differs
from the Prospectus on file at the Commission as of the date of
this Agreement (whether or not such revised prospectus is
required to be filed by the Company pursuant to Rule 424(b) of
the 1933 Act Regulations), the term "Prospectus" shall refer to
such revised prospectus from and after the time it is first
provided to the Agents for use. Notwithstanding anything to the
contrary above in this paragraph, the Company shall have the
right at any time and from time to time to substitute for the
Registration Statement one or more other registration statements
(each a "Substitute Registration Statement") on Form S-3
relating to the Securities and the offering and sale thereof from
time to time in accordance with Rule 415 under the 1933 Act, by
written notification of such substitution to each of the Agents,
the Trustees and the Paying Agents. By such notification, the
Company shall be deemed to have made with respect to each such
Substitute Registration Statement, each of the representations
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set forth in the first two sentences of this paragraph, and from
and after the date of such notification, such Substitute
Registration Statement or Substitute Registration Statements
shall become the Registration Statement as defined in this
paragraph and as used for all purposes throughout this Agreement.
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:
(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
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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.
(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
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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 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.
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(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
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.
(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
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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(j), 6(b),
6(c) and 6(d), respectively, hereof.
(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 reasonable efforts,
as agent for the Company, to solicit offers to purchase the
Securities outside the United States 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 Agent 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
outside the United States 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.
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(c) Delayed Delivery. The Company authorizes the
Agents to solicit offers to purchase Securities outside the
United States 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 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,
<PAGE> 10
concessions, or commissions from the Agents and/or commissions
from the purchasers of Securities for whom they may act as agent.
(h) Compliance with Law. No action has been or will
be taken by the Company that would permit a public offering of
the Securities or possession or distribution of any preliminary
prospectus, the Prospectus or any other offering material in any
jurisdiction where action for that purpose is required.
Accordingly, each Agent agrees that it will observe all
applicable laws and regulations in each jurisdiction in or from
which it may offer or sell Securities or have in its possession
or distribute any preliminary prospectus, the Prospectus or any
other offering material. Each Agent agres that it will not
directly or indirectly offer, sell or deliver any Securities or
distribute or publish any preliminary prospectus, the Prospectus
or any other offering material in or from any jurisdiction except
under circumstances that will result in compliance with all
applicable laws and regulations and will not impose any
obligations on the Company or on any other Agent, and all offers,
sales and deliveries of Securities and distributions of any
preliminary prospectus, the Prospectus or other offering material
by it will be made on the same terms. Each Agent agrees that,
unless prohibited by applicable law, it will furnish to each
person to whom it offers or sells Securities a copy of the
Prospectus (as then amended or supplemented) or (unless delivery
of the Prospectus is required by applicable law) inform each such
person that a copy will be made available upon request.
SECTION 3. Covenants of the Company. The Company
covenants with each Agent as follows:
(a) Material Changes. 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 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,
<PAGE> 11
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) Interim Financial Statements. 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) Audited Financial Statements and Reports. 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 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
<PAGE> 12
should be resumed or shall subsequently agree to sell Securities
to an Agent as principal.
(d) Earnings Statements. 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) Notice of Filing of Amendments and Earnings
Releases. 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) Notice of Certain Events. 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 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) Copies of Registration Statement and Prospectus.
The Company will deliver to each Agent as many signed and
conformed copies of the Registration Statement (as originally
<PAGE> 13
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) Annual and Other Financial Reports. 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) 1934 Act Filings; Announcements; Press Releases.
The Company, during the period when the Prospectus is required to
be delivered under the 1933 Act, will use its reasonable 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 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.
(j) Offers and Sales of Other Debt Securities. 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 outside the United
States, or enter into any agreement to sell outside 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).
(k) Listing Requirements. In connection with any
application to list the Securities on the Luxembourg Stock
Exchange, the Company will furnish from time to time any and all
documents, instruments, information and undertakings and publish
all advertisement or other material that may be necessary in
order to effect such listing and will maintain such listing until
<PAGE> 14
none of the Securities is outstanding or until such time as
payment in respect of principal, premium, if any, and interest in
respect of all the Securities has been duly provided for,
whichever is earlier; provided, however, that if the Company can
no longer reasonably maintain such listing, it will use its
reasonable efforts to obtain and maintain the quotation for, or
listing of, the Securities on such other stock exchange or
exchanges as the Agents shall reasonably request. In addition,
for so long as the Securities are listed, the Company shall
maintain in Luxembourg, or in such other place as the Securities
are listed (if the Securities are no longer listed on the
Luxembourg Stock Exchange), a paying agent in respect of the
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 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,
(v) the printing and delivery to the Agents of copies of each
Indenture, (vi) any fees charged by rating agencies for the
rating of the Securities, (vii) the fees and expenses, if any,
incurred with respect to any filing with the National Association
of Securities Dealers, Inc. and (viii) the fees and expenses
incurred with respect to listing the Securities on the Luxembourg
Stock Exchange or on another stock exchange or exchanges if so
required by Section 3(k).
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 contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) Legal Opinions. At Closing Time and at each
Settlement Date (if required in connection with the purchase of
<PAGE> 15
Securities by an Agent as principal), each Agent (or, if an Agent
is purchasing Securities as principal, such Agent) shall have
received:
(1) Opinions of Company Counsel. 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
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
<PAGE> 16
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 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
<PAGE> 17
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 him 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
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
<PAGE> 18
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.
(2) Opinion of Counsel to the Agents. 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
<PAGE> 19
Prospectus, this Agreement and such other matters as the
Agent or Agents receiving such opinion may reasonably
request.
(b) Officer's Certificate. 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) Comfort Letter. 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) Other Documents. 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 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
<PAGE> 20
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.
(e) Listing on the Luxembourg Stock Exchange. At or
prior to the Closing Time, the Company shall cause an application
to be made for the Securities to be listed on the Luxembourg
Stock Exchange or such other exchange as the Agents and the
Company may agree. In connection with such application with
respect to any issue of Securities which is intended to be
listed, the Company shall endeavor to obtain the listing as
promptly as practicable and shall furnish any and all documents,
instruments, information and undertakings that may be necessary
or advisable in order to obtain and maintain the listing.
(f) Further Conditions with Respect to Purchases as
Principal. 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 17 hereof shall remain in
effect.
SECTION 6. Additional Covenants of the Company. The
Company covenants and agrees that:
(a) Reaffirmation of Representations and Warranties.
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
<PAGE> 21
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
and the Prospectus as amended and supplemented to each such
time).
(b) Subsequent Delivery of Certificates. 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) Subsequent Delivery of Legal Opinions. 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
<PAGE> 22
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
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) Subsequent Delivery of Comfort Letters. 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
<PAGE> 23
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) Indemnification
of the Agents. The Company agrees to indemnify and hold harmless
each Agent and each person, if 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
<PAGE> 24
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) Indemnification of the Company. 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 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).
(b)
(c) Notice of Actions; Fees and Expenses; Counsel.
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) Payment of Amounts. 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.
<PAGE> 25
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
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
<PAGE> 26
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.
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 15
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 in the reasonable judgment of such Agent after
consultation with the Company, 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
<PAGE> 27
the financial markets 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 the Luxembourg Stock Exchange,
or if trading generally on the New York Stock Exchange or the
Luxembourg 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 Ratings
Group 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 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 17 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 Chase Investment Bank Limited
shall be directed to it at Woolgate House, Coleman Street, London
EC2P 2HD, England, Attention: Money Market Desk; notices to Bear,
Stearns International Limited shall be directed to it at One
Canada Square, London, E14 5AD, England, Attention: MTN Desk;
notices to CS First Boston Limited shall be directed to it at 1
<PAGE> 28
Cabot Square, London E14 4AJ, England, Attention: MTN Trading
Desk; notices to Goldman Sachs International shall be directed to
it at Peterborough Court, 133 Fleet Street, London EC4A 2BB
England, Attention: Capital Markets; notices to Lehman Brothers
International (Europe), shall be directed to it at One Broadgate,
London EC2M 7HA, England, Attention: MTN Trading Desk; notices to
Merrill Lynch International Limited shall be directed to it at
Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, England,
Attention: EMTN Trading and Distribution Desk; notices to Salomon
Brothers International Limited shall be directed to it at
Victoria Plaza, 111 Buckingham Palace Road, London SW1W OSB,
England, Attention: MTN New Issues (if related to issuances) or
Company Secretary (if related to legal matters), 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. Additional Agents. Notwithstanding anything
contrary contained in this Agreement, the Company may from time
to time appoint one or more Additional Agents in accordance with
the following provisions:
(a) Appointment of Agent for Note Issue. The Company
may appoint an Additional Agent or Agents, to act as an agent
only with respect to a specific issue of Securities, provided
that (i) such Additional Agent shall deliver to the Company an
Agent Accession Letter substantially in the form of Exhibit C-1
hereto, and (ii) the Company shall have delivered to such
Additional Agent a Confirmation Letter substantially in the form
of Exhibit D-1 hereto.
(b) Appointment of Agent for Specified Currency. The
Company may appoint an Additional Agent or Agents, to act as an
agent only with respect to Securities denominated in a currency
other than U.S. dollars with respect to which the relevant
central bank (or equivalent body) or any applicable law or
regulation requires an agent other than the Agents named herein
or appointed pursuant to subsection (c) hereof, provided that (i)
such Additional Agent shall deliver to the Company an Agent
Accession Letter substantially in the form of Exhibit C-2 hereto,
and (ii) the Company shall have delivered to such Additional
Agent a Confirmation Letter substantially in the form of Exhibit
D-2 hereto.
(c) Appointment of Agent for the Program. The Company
may appoint an Additional Agent or Agents, to act as an agent
pursuant to the terms and conditions set forth in this Agreement,
provided that (i) such Additional Agent shall deliver to the
Company an Agent Accession Letter substantially in the form of
Exhibit C-3 hereto, and (ii) the Company shall have delivered to
<PAGE> 29
such Additional Agent a Confirmation Letter substantially in the
form of Exhibit D-3 hereto.
(d) Notice of Appointment of Additional Agents. The
Company shall promptly notify the Agents of any such appointment
pursuant to subsection (a), (b) or (c) of this Section 13 by
supplying to such parties a copy of the applicable Agent
Accession Letter and Confirmation Letter.
SECTION 14. 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
Securities shall be deemed to be a successor by reason merely of
such purchase.
SECTION 15. 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
<PAGE> 30
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 15, 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
required changes in the Registration Statement and the Prospectus
or Pricing Supplement or in any other document or arrangements
may be effected.
SECTION 16. DM Arranger. (a) Reference is made to
the "Statement by the Bundesbank Concerning Deutsche Mark Issues"
dated July 3, 1992 (the "Bundesbank Statement"). The Company
hereby appoints Chase Bank A.G. as "arranger" (according to the
meaning of such term in the Bundesbank Statement) with respect to
Securities with interest, issue price or principal (including
redemption) payments payable or optionally payable in Deutsche
Marks (collectively, the "DM Securities"), and Chase Bank A.G.
hereby accepts such appointment. It is agreed that Chase Bank
A.G. will be so designated as arranger with respect to the DM
Securities in the Company's offering documents.
(b) Notwithstanding anything to the contrary set out
in this Agreement, the Company shall not sell DM Securities
directly to investors on its behalf.
(c) Chase Bank A.G. represents and warrants to you as
of the date hereof, and as of each Closing Time, each Settlement
Date and each Representation Date related to DM Securities, that
Chase Bank A.G. is a "German credit institution" (as such term is
defined in the German Banking Act).
<PAGE> 31
(d) DM Securities (a) will have maturities of not less
than 2 years from the date of issuance, (b) will be sold
exclusively through credit institutions domiciled in Germany
(except for any DM Securities offered as part of a syndicated
placement, which will be lead managed by a credit institution
domiciled in Germany), and (c) will not be redeemable by the
Company or the holder prior to two years from the initial date of
issuance.
(e) The Company hereby covenants and agrees to cause
Chase Bank A.G. to provide to the Bundesbank, at the end of each
calendar month, information on the amount, interest rate and
other terms of each issue of DM Securities during the month, and
such other information as the Bundesbank may require. The
Company hereby further covenants and agrees that in the event
Chase Bank A.G. fails to provide the Bundesbank with any required
information, the Company shall provide the Bundesbank with such
information on its own behalf.
SECTION 17. 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> 32
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/ Deborah L. Duncan
--------------------------
Deborah L. Duncan
Executive Vice President
and Treasurer
CONFIRMED AND ACCEPTED, as of the
date first above written:
CHASE INVESTMENT BANK LIMITED
By: /s/ Jonathan Brown
-------------------
Name: Jonathan Brown
Title: Vice President
BEAR, STEARNS INTERNATIONAL LIMITED
By: /s/ John L. Knight
----------------------
Name: John L. Knight
Title: Attorney-in-fact
CS FIRST BOSTON LIMITED
By: /s/ Tracy Kingsley-Danielle
----------------------------
Name: Tracy Kingsley-Danielle
Title: Attorney-in-fact
GOLDMAN SACHS INTERNATIONAL
By: /s/ Vanessa MacNair
---------------------
Name: Vanessa MacNair
Title: Attorney-in-fact
<PAGE> 33
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By: /s/ Martin Goldberg
---------------------
Name: Martin Goldberg
Title: Director
MERRILL LYNCH INTERNATIONAL LIMITED
By: /s/ Anne MacKay
-------------------
Name: Anne MacKay
Title: Director
SALOMON BROTHERS INTERNATIONAL LIMITED
By: /s/ Kate Holden
------------------
Name: Kate Holden
Title: Counsel
CHASE BANK A.G.
By: /s/ Wolfgang Bohm
-------------------
Name: Wolfgang Bohm
Title: Vice President
<PAGE> 34
SCHEDULE A
Commission Rates
(as a percentage of
Maturity Range principal amount)
More than 9 months to less than 1 year .125
1 year to less than 18 months .150
18 months to less than 2 years .200
2 years to less than 3 years .250
3 years to less than 4 years .350
4 years to less than 5 years .450
5 years to less than 6 years .500
6 years to less than 7 years .550
7 years to less than 8 years .600
8 years to less than 9 years .600
9 years to less than 10 years .600
10 years to less than 15 years .625
15 years to less than 20 years .700
20 years to 30 years .750
More than 30 years To be negotiated between
the Agent and the Company
at the time of such sale.
<PAGE> 35
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 Rate 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 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(j) of
Distribution Agreement:
[Stand-off provision is applicable to
Securities.] [Stand-off provision is
inapplicable to Securities.]
[Describe other exceptions, if any]
<PAGE> 36
[The following documents referred to in the
Distribution Agreement shall be delivered as a
condition to settlement:
[Officer's Certificates pursuant to
Section 6(b).]
Legal Opinion pursuant to
Section 6(c).]
Comfort Letter pursuant to
Section 6(d).]]
<PAGE> 37
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
<PAGE> 38
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
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.
This Contract and the rights and obligations of the
parties created hereby shall be governed by the laws of the State
of New York.
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
<PAGE> 39
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
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_____________________________
Name:
Title:
<PAGE> 40
EXHIBIT C-1
FORM OF AGENT ACCESSION LETTER - NOTE ISSUE
[ ], 199[ ]
To: The Chase Manhattan Corporation
One Chase Manhattan Plaza
New York, New York 10081
U.S.A.
Attention: Treasurer
Re: [ ] Notes Due [ ]
of The Chase Manhattan Corporation
(the "Company") pursuant to the
Euro Distribution Agreement
Dear Sirs:
We refer to Section 13(a)(i) of the Euro Distribution
Agreement dated May 2, 1995 entered into with respect to the
distribution of the Company's Euro Medium-Term Notes and made
between the Company and the Agents party thereto (which
agreement, as amended from time to time, is herein referred to as
the "Euro Distribution Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents
referenced below:
(i) a copy of the Euro Distribution Agreement;
(ii) copies of such documents referenced in the Euro
Distribution Agreement as we have reasonably requested;
(iii) side letters in a form approved by us from the legal
counsel referred to in Section 5(a)(1) and 5(a)(2), if
required, of the Euro Distribution Agreement addressed
to us and giving us the full benefit of the existing
legal opinions;
and have found them to be satisfactory.
<PAGE> 41
For the purposes of Section 12 of the Euro Distribution
Agreement, our details for service of notices are as follows:
[insert name, address, telephone, telex (+answerback) and
attention],
In consideration of the Company appointing us as an Agent
with respect to the [ ] Notes Due [ ] issued
pursuant to the Euro Distribution Agreement, [insert reference to
terms agreement, if applicable] we hereby undertake for the
benefit of the Company and each of the Agents, that we will
perform and comply with all the duties and obligations expressed
to be assumed by an Agent under the Euro Distribution Agreement.
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States
of America, applicable to agreements made and to be performed
wholly within such jurisdiction.
Yours faithfully,
[NAME OF NEW AGENT]
By___________________
<PAGE> 42
EXHIBIT C-2
FORM OF AGENT ACCESSION LETTER - SPECIFIED CURRENCY
[ ], 199[ ]
To: The Chase Manhattan Corporation
One Chase Manhattan Plaza
New York, New York 10081
U.S.A.
Attention: Treasurer
Re: Euro Medium-Term Notes of The Chase
Manhattan Corporation (the "Company")
Dear Sirs:
We refer to Section 13(b)(i) of the Euro Distribution
Agreement dated May 2, 1995 entered into with respect to the
distribution of the Company's Euro Medium-Term Notes (the
"Notes"), and made between the Company and the Agents party
thereto (which agreement, as amended from time to time, is herein
referred to as the "Euro Distribution").
Conditions Precedent
We confirm that we are in receipt of the documents
referenced below:
(i) a copy of the Euro Distribution Agreement;
(ii) copies of such documents referenced in the Euro
Distribution Agreement as we have reasonably requested;
(iii) side letters in a form approved by us from the legal
counsel referred to in Section 5(a)(1) and 5(a)(2), if
required, of the Euro Distribution Agreement addressed
to us and giving us the full benefit of the existing
legal opinions;
and have found them to be satisfactory.
<PAGE> 43
For the purposes of Section 12 of the Euro Distribution
Agreement, our details for service of notices are as follows:
[insert name, address, telephone, telex (+answerback) and
attention],
In consideration of the Company appointing us as an Agent
with respect to Notes issued in [Specified Currency] under the
Euro Distribution Agreement, we hereby undertake for the benefit
of the Company and each of the Agents, that we will perform and
comply with all the duties and obligations expressed to be
assumed by an Agent under the Euro Distribution Agreement.
All issuances of Notes denominated in [Specified Currency]
will take place in compliance with the guidelines of the
[relevant central bank (or equivalent body (however called))]
regarding the issue of debt securities denominated in [Specified
Currency] (the "Guidelines"). For the purposes of the
Guidelines, we hereby represent and warrant that we are [set
forth applicable requirement(s) relating to Specified Currency.]
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States
of America, applicable to agreements made and to be performed
wholly within such jurisdiction.
Yours faithfully,
[NAME OF NEW AGENT]
By___________________
<PAGE> 44
EXHIBIT C-3
FORM OF AGENT ACCESSION LETTER - PROGRAM
[ ], 199[ ]
To: The Chase Manhattan Corporation
One Chase Manhattan Plaza
New York, New York 10081
U.S.A.
Attention: Treasurer
Re: Euro Medium-Term Notes of The Chase
Manhattan Corporation (the "Company")
Dear Sirs:
We refer to Section 13(c)(i) of the Euro Distribution
Agreement dated May 2, 1995 entered into with respect to the
distribution of the Company's Euro Medium-Term Notes (the
"Notes"), and made between the Company and the Agents party
thereto (which agreement, as amended from time to time, is herein
referred to as the "Euro Distribution Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents
referenced below:
(i) a copy of the Euro Distribution Agreement;
(ii) copies of such documents referenced in the Euro
Distribution Agreement as we have reasonably requested;
(iii) side letters in a form approved by us from the legal
counsel referred to in Section 5(a)(1) and 5(a)(2), if
required, of the Euro Distribution Agreement addressed
to us and giving us the full benefit of the existing
legal opinions;
and have found them to be satisfactory.
<PAGE> 45
For the purposes of the Euro Distribution Agreement, our
details for the service of notices are as follows:
[insert name, address, telephone, telex (+answerback) and
attention].
In consideration of the Company appointing us as an Agent
under the Euro Distribution Agreement, we hereby undertake, for
the benefit of the Company and each of the other Agents, that we
will perform and comply with all the duties and obligations
expressed to be assumed by an Agent under the Euro Distribution
Agreement.
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States
of America, applicable to agreements made and to be performed
wholly within such jurisdiction.
Yours faithfully,
[NAME OF NEW AGENT]
By ___________________
<PAGE> 46
EXHIBIT D-1
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[ ], 199[ ]
To: [NAME AND ADDRESS OF NEW AGENT]
Re: Euro Medium-Term Notes of The Chase
Manhattan Corporation (the "Company")
Dear Sirs:
We refer to the Euro Distribution Agreement dated May 2,
1995 (such agreement, as amended from time to time, the "Euro
Distribution Agreement") entered into with respect to the
distribution of the Company's Euro Medium-Term Notes and hereby
acknowledge receipt of your Agent Accession Letter to us dated [
].
In accordance with Clause 13(a)(ii) of the Euro Distribution
Agreement, we hereby confirm that, in respect of the [ ]
Notes Due [ ], you shall become a party to the
Euro Distribution Agreement, vested with all the authority,
rights, powers, duties and obligations of an Agent as if
originally named as an Agent under the Euro Distribution
Agreement.
Yours faithfully,
THE CHASE MANHATTAN CORPORATION
By____________________________
cc: [Other Agents party to the Euro
Distribution Agreement]
<PAGE> 47
EXHIBIT D-2
FORM OF CONFIRMATION LETTER - SPECIFIED CURRENCY
[ ], 199[ ]
To: [NAME AND ADDRESS OF NEW AGENT]
Re: Euro Medium-Term Notes of The Chase
Manhattan Corporation (the "Company")
Dear Sirs:
We refer to the Euro Distribution Agreement dated May 2,
1995 (such agreement, as amended from time to time, the "Euro
Distribution Agreement") entered into with respect to the
distribution of the Company's Euro Medium-Term Notes (the
"Notes") and hereby acknowledge receipt of your Agent Accession
Letter to us dated [ ].
In accordance with Clause 13(b)(ii) of the Euro Distribution
Agreement, we hereby confirm that, with effect from the date
hereof in respect of any Notes denominated in [Specified
Currency], you shall become a party to the Euro Distribution
Agreement, vested with all the authority, rights, powers, duties
and obligations of an Agent as if originally named as an Agent
under the Euro Distribution Agreement.
Yours faithfully,
THE CHASE MANHATTAN CORPORATION
By____________________________
cc: [Other Agents party to the Euro
Distribution Agreement]
<PAGE> 48
EXHIBIT D-3
FORM OF CONFIRMATION LETTER - PROGRAM
[ ], 199[ ]
To: [NAME AND ADDRESS OF NEW AGENT]
Re: Euro Medium-Term Notes of The Chase
Manhattan Corporation (the "Company")
Dear Sirs:
We refer to the Euro Distribution Agreement dated May 2,
1995 (such agreement, as amended from time to time, the "Euro
Distribution Agreement") entered into in respect to the
distribution of the Company's Euro Medium Term Notes (the
"Notes") and hereby acknowledge receipt of your Agent Accession
Letter to us dated [ ].
In accordance with Section 13(c)(ii) of the Euro
Distribution Agreement, we hereby confirm that, with effect from
the date hereof, you shall become a party to the Euro
Distribution Agreement, vested with all the authority, rights,
powers, duties and obligations of an Agent as if originally named
as an Agent under the Euro Distribution Agreement.
Yours faithfully,
THE CHASE MANHATTAN CORPORATION
By ____________________________
cc: [Other Agents party to the Euro
Distribution Agreement]
51438
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN
INTEREST IN A PERMANENT GLOBAL NOTE OR DEFINITIVE NOTES IN BEARER
FORM, THIS TEMPORARY GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS TEMPORARY GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No.FXR U.S.$
TEMPORARY GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
____________________ __________________% ___________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ ___________________
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ ___________________ ___________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
____________________ Yes o No o Yes o No o
ISSUE PRICE: OTHER PROVISIONS:
____________________ _________________
<PAGE> 2
The Senior Medium-Term Notes, Series B represented by this
Temporary Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Temporary Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Temporary Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Temporary Global
Note, 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, semiannually on __________ and __________ (each an
"Interest Payment Date") in each year commencing on the first
Interest Payment Date next succeeding the Original Issue Date
specified above 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) in each case to the bearer of this Temporary Global Note.
Interest on this Temporary Global 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 or the Maturity Date will,
subject to certain exceptions, be paid upon presentation and, at
<PAGE> 3
maturity, surrender of this Temporary Global Note at the principal
office of any of the Paying Agents (as defined below), but in each
case subject to the requirements as to certification provided
herein. Upon payment of interest on this Temporary Global Note,
the Principal Paying Agent (as defined below) shall cause Schedule
A of this Temporary Global Note to be endorsed to reflect any such
payment.
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 London or in Luxembourg are authorized or required by law,
regulation or executive order to close and "London Banking Day"
means any day other than a Saturday, Sunday, legal holiday or other
day on which banks in the City of London are authorized or required
by law, regulation or executive order to close.
Payment of the principal of, premium, if any, and interest due
on this Temporary Global Note will be made in immediately available
funds upon presentation of this Temporary Global Note at the
designated office or agency of the Paying Agents (as defined below)
by credit or transfer to an account with a bank in Europe. No
payment with respect to this Temporary Global Note will be made at
any office or agency maintained by the Company in the United States
nor will any such payment be made by transfer to an account, or by
mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this Temporary
Global Note will be made in U.S. dollars at the principal office of
The Chase Manhattan Bank, N.A. (the "Bank") in The City of New York
where at any particular time its corporate trust business shall be
administered if payment of the full amount thereof in U.S. dollars
at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar
restrictions.
Interest on and principal of this Temporary Global Note due
on the Interest Payment Dates and at any Maturity Date, as the
case may be, will be paid without discrimination as to nationality
or domicile of the Holder of this Temporary Global Note and
without requiring the presentation of an affidavit of any kind or
the fulfillment of any other formality, except as may be
prescribed by applicable laws or regulations in the country in
which such payment is made and except as provided in this
Temporary Global Note.
Prior to the Exchange Date (as defined below), all payments
(if any) on this Temporary Global Note will be made to Euroclear
and/or Cedel to the extent that there is presented to any Paying
<PAGE> 4
Agent by Euroclear and/or Cedel, as the case may be, a certificate,
substantially in the form set out in Schedule B-1 hereto, to the
effect that it has received from or with respect to a person
entitled to a particular principal amount of the Notes (as shown by
its records) a certificate from such person in or substantially in
the form set out in Schedule B-2 hereto. Interest in respect of
any portion of this Temporary Global Note payable prior to or after
the Exchange Date but as to which such certification has not been
received by the Exchange Date will be paid by the Principal Paying
Agent to the beneficial owner of such portion only upon issuance of
the Permanent Global Note or the definitive Notes in bearer form,
as the case may be, related thereto after receipt by Euroclear
and/or Cedel from or with respect to a person entitled to a
particular principal amount of the Notes (as shown by its records)
of the certificate in or substantially in the form set out in
Schedule B-2 hereto.
On or after the date (the "Exchange Date") which is the later
of (i) 40 calendar days after the Original Issue Date or (ii) the
date of completion of the distribution of the Notes represented by
this Temporary Global Note as certified by the relevant selling
agent to the Trustee and the Principal Paying Agent, this Temporary
Global Note will be exchanged, in whole or in part, for a Permanent
Global Note in exchange for the principal amount of this Temporary
Global Note for which certificates in Schedules B-1 and B-2 have
been received as aforesaid. Any Holder of a beneficial interest
who has not provided the certification in the form of Schedule B-2
shall continue to hold such Holder's beneficial interest through
this Temporary Global Note and will not be entitled to receive
interest or principal until such certification has been delivered
as aforesaid and upon delivery of such certification such Holder's
interest will be exchanged for a beneficial interest in the
Permanent Global Note or, if the Permanent Global Note has
previously been exchanged in whole for definitive Notes in bearer
form and canceled, then for definitive Notes in bearer form. The
Permanent Global Note shall be so issued and delivered to the
Common Depository.
If the Permanent Global Note has previously been exchanged in
whole for definitive Notes in bearer form and canceled, any
remaining Holder of a beneficial interest in this Temporary Global
Note, shall be entitled to security-printed definitive Notes in
bearer form in denominations of U.S.$100,000 or U.S.$5,000 each in
exchange for all of such Holder's beneficial interest in this
Temporary Global Note by having Euroclear and/or Cedel present to
any Paying Agent, a certificate, substantially in the form set out
in Schedule B-1 hereto, to the effect that it has received from or
<PAGE> 5
with respect to a person entitled to a particular principal amount
of the Notes (as shown by its records) a certificate from such
person in or substantially in the form set out in Schedule B-2
hereto. Subject as aforesaid and to at least 60 days written notice
expiring at least 30 days after the Exchange Date being given to
the Principal Paying Agent by Euroclear and/or Cedel, such
definitive Notes will be issued on any London Banking Day. No
definitive Note in bearer form delivered in exchange for a portion
of this Temporary Global Note will be mailed or otherwise delivered
to any location in the United States in connection with such an
exchange. Delivery of the definitive Notes in bearer form will be
made without charge (save for any costs of postage and postal
insurance).
Beneficial interests in this Temporary Global Note will be
transferable in accordance with the rules and procedures for the
time being of Euroclear or Cedel.
On the exchange of the whole of this Temporary Global Note,
this Temporary Global Note shall be surrendered to the Principal
Paying Agent (as defined below).
Until the exchange of the whole of this Temporary Global Note
as aforesaid, the bearer hereof shall in all respects (except as
otherwise provided herein) be entitled to the same benefits under
the Indenture as if it were the bearer of a duly authenticated and
delivered definitive Note in bearer form.
This Senior Medium-Term Note, Series B 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 a Second
Supplemental Indenture, dated as of May 1, 1991, (as so amended
and 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 B (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 Bank acting
through its corporate trust office at Woolgate House, Coleman
Street, London EC2P 2HD (the "Principal Paying Agent"), and Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg
are initial paying agents for the payment of interest and
<PAGE> 6
principal of the Senior Medium-Term Notes (each, along with any
other paying agents from time to time duly appointed by the
Company in accordance with the provisions of the Indenture, a
"Paying Agent"); and the Bank acting through its corporate trust
office in London 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, and the
terms of which are specified in the applicable pricing supplement
relating thereto.
This Temporary Global Note is not subject to any sinking
fund.
This Temporary Global 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 Temporary Global 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
Temporary Global 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 Temporary Global Note to be repaid in whole
or in part at the option of the Holder hereof, this Temporary
Global Note must be received by the Paying and Authenticating
Agent at the principal corporate trust office of the Bank at its
office at Woolgate House, Coleman Street, London EC2P 2HD, or at
the office of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, 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
Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
This Temporary Global 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"), except as
provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Temporary Global Note may
not be redeemed at the option of the Company prior to the Stated
Maturity Date, except in the event the Company is required to pay
any Additional Amounts (as defined below) with respect to the
payment of principal and interest on this Temporary Global Note.
<PAGE> 7
On and after the Initial Redemption Date, if any, this Temporary
Global 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
Temporary Global 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.
Unless otherwise indicated on the face hereof, this Temporary
Global Note will be subject to redemption as a whole but not in
part at the option of the Company, at a redemption price equal to
the principal amount hereof (or if this Temporary Global Note is
an Original Issue Discount Note at the Amortized Face Amount(as
defined below)) together with accrued and unpaid interest, if any,
to the date fixed for redemption, upon notice as described below,
if the Company determines that as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision
or taxing authority thereof or therein affecting taxation, or any
change in the application or official interpretation of such laws,
regulations or rulings, which change or amendment becomes
effective on or after the date hereof, the Company has or will
become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Temporary Global Note as described
below; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the
Company would be obliged to pay such Additional Amounts were a
payment in respect of this Temporary Global Note then due. The
Company will make its determination with respect to redemption as
soon as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to
redeem this Temporary Global Note, the Trustee will give notice to
the Holder hereof within 15 days after the date the Trustee is
notified of the Company's election to redeem this Temporary Global
Note or make additional payments as described above. Such notice
will state the nature of the Company's election, the reasons for
and the nature of such determination and the last day by which
redemption may be made.
The Company will, subject to the limitations and exceptions
set forth below, pay to the Holder on behalf of an owner of a
<PAGE> 8
beneficial interest (an "Owner") in this Temporary Global Note who
is a United States Alien (as hereinafter defined) such additional
amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any,
and interest, if any, on this Temporary Global Note, after
deduction or withholding for or on account of any present or
future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or
taxing authority thereof or therein, will not be less than the
amount provided for in this Temporary Global Note to be then due
and payable. However, the Company shall not be required to make
any such payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Owner (or between a fiduciary,
settlor or beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or between a member
or shareholder of such Owner, if such Owner is a partnership or
corporation) and the United States, including, without limitation,
such Owner (or such fiduciary, settlor, beneficiary, possessor,
member or shareholder) being or having been a citizen or resident
or treated as a resident thereof, or being or having been engaged
in a trade or business or present therein, or having or having had
a permanent establishment therein, or (ii) the presentation of
this Temporary Global Note for payment on a date more than 15 days
after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever
occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental
charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United
States, (ii) as a corporation that accumulates earnings to avoid
United States income taxes, (iii) as a controlled foreign
corporation with respect to the United States, (iv) as the owner,
actually or constructively, of 10% or more of the total combined
voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of
credit made pursuant to a
<PAGE> 9
loan agreement entered into in the ordinary course of its trade or
business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Temporary Global Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements
concerning the nationality, residence, identity or connection with
the United States of the holder or Owner of this Temporary Global
Note if, without regard to any tax treaty, such compliance is
required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Temporary
Global Note, if such payment can be made without such withholding
by any other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Owner being or having been a
person within a country with respect to which the United States
Treasury Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as amended (the
"Code"), on or before the Original Issue Date specified above that
payments of interest to persons within such country are not
subject to the repeal of the United States withholding tax
provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of
any Owner who is a fiduciary or partnership or other than the sole
Owner of this Temporary Global Note to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of
such partnership or the Owner would not have been entitled to
payment of the Additional Amount had such beneficiary, settlor,
member or Owner been the sole Owner of this Temporary Global Note.
The term "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a
<PAGE> 10
foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or
a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Temporary Global Note is redeemable at the option of
the Company (other than as a result of the Company being obliged
to pay Additional Amounts as provided above), the "Redemption
Price" shall initially be the Initial Redemption Percentage,
specified above, of the principal amount of this Temporary Global
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 Temporary Global 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
Temporary Global 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,
<PAGE> 11
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 Temporary Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Temporary Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Temporary
Global Note.
No reference herein to the Indenture and no provision of this
Temporary Global 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
Temporary Global Note at the time, place, and rate, and in the
currency, currency unit or composite currency, prescribed herein
and in the Indenture.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Temporary Global Note as the absolute
owner of such Temporary Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Temporary Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Temporary Global
Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any
<PAGE> 12
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 Temporary Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
This Temporary Global Note may be transferred by delivery;
provided, however, that this Temporary Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
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 Temporary Global Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE> 13
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, as Trustee or Bankers Trust Company,
as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:________________________ By:______________________________
Authorized Officer Authorized Officer
<PAGE> 14
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- ---------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 15
Schedule B-1
FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR OR CEDEL TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION
WITH ISSUANCE OF THE PERMANENT GLOBAL SECURITY
OR DEFINITIVE CERTIFICATES IN BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that, as of the date hereof the
undersigned, which is a holder of an interest in the temporary
global Security representing the above Securities, is not a
United States person.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being delivered in order to obtain
interest prior to the Exchange Date, we confirm that the interest
payable on the Interest Payment Date on [Insert Date] will be
paid to each of the persons appearing in our records as being
entitled to interest to be paid on such Interest Payment Date
from whom we have received a written certification prior to such
Interest Payment Date to the effect that the beneficial owner of
such portion with respect to which interest is to be paid on such
date either is not a United States person or is a United States
person which is a financial institution which has provided a
United States Internal Revenue Service Form W-9 or is an exempt
recipient as defined in United States Treasury Regulation Section
1.6049-4(c)(1)(ii) under the United States Internal Revenue Code
of 1986, as amended. We undertake to retain certificates
received from our member organizations in connection herewith for
<PAGE> 16
four years from the end of the calendar year in which such
certificates are received.
If this certificate is being delivered in connection with
the issuance of a permanent global Security or definitive Notes
in bearer form, we confirm that with respect to $_________
principal amount of the above-captioned Securities no beneficial
interest in a permanent global Security or in definitive
certificates in bearer form will be delivered to any beneficial
owner until we have received the written certification described
above.
The foregoing reflects any advice received subsequent to the
date of any certificates stating that the statements contained in
such certificate are no longer correct.
Dated: ______________, 19__
[MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, Brussels Office, as
Operator of the Euroclear System]
[CEDEL BANK S.A.]
By ____________________________
<PAGE> 17
Schedule B-2
FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNERS TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN
CONNECTION WITH ISSUANCE OF THE PERMANENT
GLOBAL SECURITY OR DEFINITIVE CERTIFICATES IN BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that as of the date hereof, no portion of
the temporary global Security representing the above-captioned
Securities and held by you for our account is beneficially owned
by a United States person or, if any portion thereof held by you
for our account is beneficially owned by a United States person,
such United States person is a financial institution within the
meaning of Section 1.165-12T(c)(1)(v) of the United States
Treasury regulations which hereby agrees to comply with Section
165(j)(3)(A),(B) or (C) of the United States Internal Revenue
Code of 1986, as amended, and the regulations promulgated
thereunder, and certifies that either it has provided an Internal
Revenue Service Form W-9 or is an exempt recipient as defined in
United States Treasury Regulations Section 1.6049-4(c)(1)(ii)
under the United States Internal Revenue Code of 1986, as
amended.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being provided by a clearing
organization, it is based on statements provided to it by its
member organizations. If the undersigned is a dealer, the
<PAGE> 18
undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided, however,
that, if the undersigned has actual knowledge that the
information contained in such a certificate is false, the
undersigned will not delivery any Security in temporary,
permanent or definitive bearer form to the person who signed such
certificate notwithstanding the delivery of such certificate to
the undersigned.
We undertake to advise you by telex if the above statements
as to beneficial ownership are not correct on the Interest
Payment Date on [Insert date] as to any such portion of such
temporary global Security or on the date of delivery of the above-
captioned permanent global Security or definitive certificates in
bearer form.
We understand that this certificate is required in
connection with certain securities and tax legislation in the
United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate
is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in
such proceedings.
Dated:___________________, 19__
[Name of Account Holder]
___________________________
(Authorized Signatory)
Name:
Title:
51275
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN
INTEREST IN A PERMANENT GLOBAL NOTE OR DEFINITIVE NOTES IN BEARER
FORM, THIS TEMPORARY GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS TEMPORARY GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No. FLR U.S.$
TEMPORARY GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ _______________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ _______________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ _______________________
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
____________________ _____________________ ______________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ ______________________
<PAGE> 2
HOLDER'S OPTIONAL CALCULATION AGENT: LISTING ON LUXEMBOURG
REPAYMENT DATE(S): STOCK EXCHANGE:
____________________ _________________ Yes o No o
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
Reuters o
___________________ Yes o No o Telerate o
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ __________________ __________________
The Senior Medium-Term Notes, Series B represented by this
Temporary Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Temporary Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Temporary Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Temporary
Global Note,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 Rate
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
<PAGE> 3
Date" with respect to the principal repayable on such date) in
each case to the bearer of this Temporary Global Note;
provided, however, 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 that 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 Temporary Global 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
Temporary Global Note on any Interest Payment Date or the
Maturity 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 or the Maturity Date, as the case may
be. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date or the Maturity
Date will, subject to certain exceptions, be paid upon
presentation and, at maturity, surrender of this Temporary
Global Note at the principal office of any of the Paying
Agents (as defined below), but in each case subject to the
requirements as to certification provided herein. Upon
payment of interest on this Temporary Global Note, the
Principal Paying Agent (as defined below) shall cause Schedule
A of this Temporary Global Note to be endorsed to reflect any
such payment.
Payment of the principal of, premium, if any, and
interest due on this Temporary Global Note will be made in
immediately available funds upon presentation of this
Temporary Global Note at the designated office or agency of
the Paying Agents (as defined below) by credit or transfer to
an account with a bank in Europe. No payment with respect to
this Temporary Global Note will be made at any office or
agency maintained by the Company in the United States nor will
any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this
Temporary Global Note will be made in U.S. dollars at the
principal office of The Chase Manhattan Bank, N.A. (the
<PAGE> 4
"Bank") in The City of New York where at any particular time
its corporate trust business shall be administered if payment
of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions.
Interest on and principal of this Temporary Global Note
due on the Interest Payment Dates and at any Maturity Date, as
the case may be, will be paid without discrimination as to
nationality or domicile of the Holder of this Temporary Global
Note and without requiring the presentation of an affidavit of
any kind or the fulfillment of any other formality, except as
may be prescribed by applicable laws or regulations in the
country in which such payment is made and except as provided
in this Temporary Global Note.
Prior to the Exchange Date (as defined below), all payments
(if any) on this Temporary Global Note will be made to Euroclear
and/or Cedel to the extent that there is presented to any Paying
Agent by Euroclear and/or Cedel, as the case may be, a certificate,
substantially in the form set out in Schedule B-1 hereto, to the
effect that it has received from or with respect to a person
entitled to a particular principal amount of the Notes (as shown by
its records) a certificate from such person in or substantially in
the form set out in Schedule B-2 hereto. Interest in respect of
any portion of this Temporary Global Note payable prior to or after
the Exchange Date but as to which such certification has not been
received by the Exchange Date will be paid by the Principal Paying
Agent to the beneficial owner of such portion only upon issuance of
the Permanent Global Note or the definitive Notes in bearer form,
as the case may be, related thereto after receipt by Euroclear
and/or Cedel from or with respect to a person entitled to a
particular principal amount of the Notes (as shown by its records)
of the certificate in or substantially in the form set out in
Schedule B-2 hereto.
On or after the date (the "Exchange Date") which is the later
of (i) 40 calendar days after the Original Issue Date or (ii) the
date of completion of the distribution of the Notes represented by
this Temporary Global Note as certified by the relevant selling
agent to the Trustee and the Principal Paying Agent, this
Temporary Global Note will be exchanged, in whole or in part, for
a Permanent Global Note in exchange for the principal amount of
this Temporary Global Note for which the certificates in Schedules
B-1 and B-2 have been received as aforesaid. Any Holder of a
beneficial interest who has not provided the certification in the
form of Schedule B-2, shall continue to hold such Holder's
<PAGE> 5
beneficial interest through this Temporary Global Note and will
not be entitled to receive interest or principal until such
certification has been delivered as aforesaid and upon delivery of
such certification such Holder's interest will be exchanged for a
beneficial interest in the Permanent Global Note or, if the
Permanent Global Note has previously been exchanged in whole for
definitive Notes in bearer form and canceled, then for definitive
Notes in bearer form. The Permanent Global Note shall be so
issued and delivered to the Common Depository.
If the Permanent Global Note has previously been exchanged in
whole for definitive Notes in bearer form and canceled, any
remaining Holder of a beneficial interest in this Temporary Global
Note shall be entitled to security-printed definitive Notes in
bearer form in denominations of U.S.$100,000 or U.S.$5,000 each in
exchange for such Holder's beneficial interest in this Temporary
Global Note by having Euroclear and/or Cedel present to any Paying
Agent, a certificate, substantially in the form set out in Schedule
B-1 hereto, to the effect that it has received from or with respect
to a person entitled to a particular principal amount of the Notes
(as shown by its records) a certificate from such person in or
substantially in the form set out in Schedule B-2 hereto. Subject
as aforesaid and to at least 60 days written notice expiring at
least 30 days after the Exchange Date being given to the Principal
Paying Agent by Euroclear and/or Cedel, such definitive Notes will
be issued on any London Banking Day (as defined below). No
definitive Note in bearer form delivered in exchange for a portion
of this Temporary Global Note will be mailed or otherwise delivered
to any location in the United States in connection with such an
exchange. Delivery of the definitive Notes in bearer form will be
made without charge (save for any costs of postage and postal
insurance).
Beneficial Interests in this Temporary Global Note will be
transferable in accordance with the rules and procedures for the
time being of Euroclear or Cedel.
On the exchange of the whole of this Temporary Global
Note, this Temporary Global Note shall be surrendered to the
Principal Paying Agent (as defined below).
Until the exchange of the whole of this Temporary Global
Note as aforesaid, the bearer hereof shall in all respects
(except as otherwise provided herein) be entitled to the same
benefits under the Indenture as if it were the bearer of a
duly authenticated and delivered definitive Note in bearer
form.
<PAGE> 6
This Senior Medium-Term Note, Series B 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 a Second Supplemental Indenture, dated as
of May 1, 1991, (as so amended and 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 B (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
Bank acting through its corporate trust office at Woolgate
House, Coleman Street, London EC2P 2HD (the "Principal Paying
Agent"), and Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg are initial paying agents for the
payment of interest and principal of the Senior Medium-Term
Notes (each, along with any other paying agents from time to
time duly appointed by the Company in accordance with the
provisions of the Indenture, a "Paying Agent"); and the Bank
acting through its corporate trust office in London 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, and the
terms of which are specified in the applicable pricing
supplement relating thereto.
This Temporary Global Note is not subject to any sinking
fund.
This Temporary Global 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 Temporary Global
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 Temporary Global 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%
<PAGE> 7
of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Temporary
Global Note to be repaid in whole or in part at the option of
the Holder hereof, this Temporary Global Note must be received
by the Paying and Authenticating Agent at the principal
corporate trust office of the Bank at its office at Woolgate
House, Coleman Street, London EC2P 2HD, or at the office of
Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, 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 Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
This Temporary Global 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"), except
as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Temporary Global Note
may not be redeemed at the option of the Company prior to the
Stated Maturity Date, except in the event the Company is
required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this
Temporary Global Note. On and after the Initial Redemption
Date, if any, this Temporary Global 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 Temporary Global 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.
Unless otherwise indicated on the face hereof, this
Temporary Global Note will be subject to redemption as a whole
but not in part at the option of the Company, at a redemption
price equal to the principal amount hereof (or if this
Temporary Global Note is an Original Issue Discount Note at
the Amortized Face Amount (as defined below)) together with
accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company
determines that as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated
<PAGE> 8
thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting
taxation, or any change in the application or official
interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date
hereof, the Company has or will become obligated to pay
Additional Amounts (as hereinafter defined) with respect to
this Temporary Global Note as described below; provided that
no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company would be
obliged to pay such Additional Amounts were a payment in
respect of this Temporary Global Note then due. The Company
will make its determination with respect to redemption as soon
as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected
to redeem this Temporary Global Note, the Trustee will give
notice to the Holder hereof within 15 days after the date the
Trustee is notified of the Company's election to redeem this
Temporary Global Note or make additional payments as described
above. Such notice will state the nature of the Company's
election, the reasons for and the nature of such determination
and the last day by which redemption may be made.
The Company will, subject to the limitations and
exceptions set forth below, pay to the holder on behalf of an
owner of a beneficial interest (an "Owner") in this Temporary
Global Note who is a United States Alien (as hereinafter
defined) such additional amounts (the "Additional Amounts") as
may be necessary so that every net payment to such Owner of
principal and premium, if any, and interest, if any, on this
Temporary Global Note, after deduction or withholding for or
on account of any present or future tax, assessment of other
governmental charge imposed upon such Owner, or by reason of
the making of such net or additional payment, by the United
States, or any political subdivision or taxing authority
thereof or therein, will not be less than the amount provided
for in this Temporary Global Note to be then due and payable.
However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental
charge which would not have been imposed but for
(i) the existence of any present or former connection
between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such
<PAGE> 9
Owner, if such Owner is an estate or a trust, or
between a member or shareholder of such Owner, if such
Owner is a partnership or corporation) and the United
States, including, without limitation, such Owner (or
such fiduciary, settlor, beneficiary, possessor, member
or shareholder) being or having been a citizen or
resident or treated as a resident thereof, or being or
having been engaged in a trade or business or present
therein, or having or having had a permanent
establishment therein, or (ii) the presentation of this
Temporary Global Note for payment on a date more than
15 days after the date on which such payment became due
and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales,
transfer, personal property or any similar tax,
assessment or other governmental charge;
(3) any tax, assessment or other governmental
charge imposed by reason of such Owner's past or
present status (i) as a private foundation or other tax
exempt organization or a domestic or foreign personal
holding company with respect to the United States,
(ii) as a corporation that accumulates earnings to
avoid United States income taxes, (iii) as a controlled
foreign corporation with respect to the United States,
(iv) as the owner, actually or constructively, of 10%
or more of the total combined voting power of all
classes of stock of the Company entitled to vote, or
(v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into
in the ordinary course of its trade or business;
(4) any tax, assessment or other governmental
charge which is payable primarily otherwise than by
deduction or withholding from payments on this
Temporary Global Note;
(5) any tax, assessment or other governmental
charge that would not have been imposed but for a
failure to comply with applicable certification,
information or other reporting requirements concerning
the nationality, residence, identity or connection with
the United States of the holder or Owner of this
Temporary Global Note if, without regard to any tax
treaty, such compliance is required by statute or
<PAGE> 10
regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
(6) any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from
a payment on this Temporary Global Note, if such
payment can be made without such withholding by any
other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental
charge that would not have been so imposed but for the
Owner being or having been a person within a country
with respect to which the United States Treasury
Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code"), on or before the Original Issue
Date specified above that payments of interest to
persons within such country are not subject to the
repeal of the United States withholding tax provided
for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3),
(4), (5), (6) or (7), above;
nor shall Additional Amounts be paid to any holder on behalf
of any Owner who is a fiduciary or partnership or other than
the sole Owner of this Temporary Global Note to the extent
that a beneficiary or settlor with respect to such fiduciary,
a member of such partnership or the Owner would not have been
entitled to payment of the Additional Amount had such
beneficiary, settlor, member or Owner been the sole Owner of
this Temporary Global Note. The term "United States Alien"
means any person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes, a
foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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> 11
Notices to the holders of the Notes with respect to
redemption as provided above will be given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Temporary Global Note is redeemable at the
option of the Company (other than as a result of the Company
being obliged to pay Additional Amounts as provided above),
the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified above, of the principal
amount of this Temporary Global 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.
Except as described below, this Temporary Global 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 the interest
rate in effect from the Original Issue Date to the Initial
Interest Rate Reset Date shall be the Initial Interest Rate
specified above. If any Interest Rate Reset Date would
otherwise be a day that is not a Business Day, such Interest
Rate Reset Date shall be postponed to the next day that is a
<PAGE> 12
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"), CMT Rate,
Commercial Paper Rate, Federal Funds Rate and Prime Rate will
be the second Business Day preceding the Interest Rate 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
dollar amounts used in or resulting from such calculation on the
Senior 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 banking
institutions in the City of London or in Luxembourg are authorized
or required by law, regulation 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 banking institutions in the City of London are authorized
or required by law, regulation or executive order to close, or on
which dealings in deposits in the Index Currency (as defined
<PAGE> 13
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 CMT Rate. The CMT Rate means, with respect
to any Interest Determination Date (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on
<PAGE> 14
the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT Rate Interest
Determination Date, then the CMT Rate shall be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
Interest Rate Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United
State Department of the Treasury that the Calculation Agent, after
consultation with the Company, determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent, after consultation with the
Company, (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity
Index minus one year. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for such CMT
Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Company, and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury notes with an original
<PAGE> 15
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100 million. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are not
quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face hereof
(or any other page as may replace such page on that service for
the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified
on the face hereof, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) having the Index Maturity specified on the
face hereof with respect to which the CMT Rate will be calculated.
If no such Index Maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
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
<PAGE> 16
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
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
<PAGE> 17
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 (unless such
rate is superseded by a corrected rate before 12:00 noon,
London time, in which case such corrected rate shall be the
applicable rate), 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 (unless such rate is superseded by
a corrected rate before 12:00 noon, London time, in which
case such corrected rate shall be the applicable rate), on
that LIBOR Interest Determination Date. If LIBOR cannot be
determined under clause (a) or (b) of this paragraph (i), 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 paragraph (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under paragraph (i)
above, the Calculation Agent will request that the London
offices of four major banks in London selected by the
<PAGE> 18
Calculation Agent, after consultation with the Company,
provide such Calculation Agent with 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. 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 as requested, 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 (or such
other service as may be nominated by the British Bankers'
Association as the information vendor for the purposes of
displaying British Bankers' Association interest settlement rates)
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
<PAGE> 19
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:
(i) LIBID will be determined on the basis of the bid
rates quoted to prime banks in the London interbank market at
approximately 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
Calculation 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 Calculation 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
<PAGE> 20
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.
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 --
<PAGE> 21
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 Interest Determination Date will be the Treasury Rate
then in effect on such Treasury 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 Temporary Global 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 Rate Reset Date. All calculations
made by the Calculation Agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Company
and the owners of beneficial interests in this Temporary Global
Note.
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
<PAGE> 22
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 Temporary Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Temporary Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Temporary
Global Note.
No reference herein to the Indenture and no provision of this
Temporary Global 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
Temporary Global Note at the time, place, and rate, and in the
currency, currency unit or composite currency, prescribed herein
and in the Indenture.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Temporary Global Note as the absolute
owner of such Temporary Global Note for the purpose of receiving
<PAGE> 23
payment herefor, or on account herefor, and for all purposes,
whether or not this Temporary Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Temporary Global
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 Temporary Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
This Temporary Global Note may be transferred by delivery;
provided, however, that this Temporary Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
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 Temporary Global Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE> 24
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, as Trustee or Bankers Trust Company,
as Trustee
By: The Chase Manhattan
Bank, N.A.,
as Authenticating Agent
By:_________________________ By:_________________________
Authorized Officer Authorized Officer
<PAGE> 25
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- -----------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 26
Schedule B-1
FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR OR CEDEL TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION
WITH ISSUANCE OF THE PERMANENT GLOBAL SECURITY OR
DEFINITIVE CERTIFICATES IN BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that, as of the date hereof, the
undersigned, which is a holder of an interest in the temporary
global Security representing the above Securities, is not a
United States person.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being delivered in order to obtain
interest prior to the Exchange Date, we confirm that the interest
payable on the Interest Payment Date on [Insert Date] will be
paid to each of the persons appearing in our records as being
entitled to interest to be paid on such Interest Payment Date
from whom we have received a written certification prior to such
Interest Payment Date to the effect that the beneficial owner of
such portion with respect to which interest is to be paid on such
date either is not a United States person or is a United States
person which is a financial institution which has provided a
United States Internal Revenue Service Form W-9 or is an exempt
recipient as defined in United States Treasury Regulation Section
1.6049-4(c)(1)(ii) under the United States Internal Revenue Code
of 1986, as amended. We undertake to retain certificates
received from our member organizations in connection herewith for
<PAGE> 27
four years from the end of the calendar year in which such
certificates are received.
If this certificate is being delivered in connection with
the issuance of a permanent global Security or definitive Notes
in bearer form, we confirm that with respect to $_________
principal amount of the above-captioned Securities no beneficial
interest in a permanent global Security or in definitive
certificates in bearer form will be delivered to any beneficial
owner until we have received the written certification described
above.
The foregoing reflects any advice received subsequent to the
date of any certificates stating that the statements contained in
such certificate are no longer correct.
Dated: ______________, 19__
[MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, Brussels Office, as
Operator of the Euroclear System]
[CEDEL BANK S.A.]
By ____________________________
<PAGE> 28
Schedule B-2
FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNERS TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION
WITH ISSUANCE OF THE PERMANENT GLOBAL SECURITY
OR DEFINITIVE CERTIFICATES IN BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that as of the date hereof, no portion of
the temporary global Security representing the above-captioned
Securities and held by you for our account is beneficially owned
by a United States person or, if any portion thereof held by you
for our account is beneficially owned by a United States person,
such United States person is a financial institution within the
meaning of Section 1.165-12T(c)(1)(v) of the United States
Treasury regulations which hereby agrees to comply with Section
165(j)(3)(A),(B) or (C) of the United States Internal Revenue
Code of 1986, as amended, and the regulations promulgated
thereunder, and certifies that either it has provided an Internal
Revenue Service Form W-9 or is an exempt recipient as defined in
United States Treasury Regulations Section 1.6049-4(c)(1)(ii)
under the United States Internal Revenue Code of 1986, as
amended.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being provided by a clearing
organization, it is based on statements provided to it by its
member organizations. If the undersigned is a dealer, the
<PAGE> 29
undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided, however,
that, if the undersigned has actual knowledge that the
information contained in such a certificate is false, the
undersigned will not deliver any Security in temporary or
definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the
undersigned.
We undertake to advise you by telex if the above statements
as to beneficial ownership are not correct on the Interest
Payment Date on [Insert date] as to any such portion of such
temporary global Security or on the date of delivery of the above-
captioned permanent global Security or definitive certificates in
bearer form.
We understand that this certificate is required in
connection with certain securities and tax legislation in the
United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate
is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in
such proceedings.
Dated:___________________, 19__
[Name of Account Holder]
___________________________
(Authorized Signatory)
Name:
Title:
51464
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN
INTEREST IN A PERMANENT GLOBAL NOTE OR DEFINITIVE NOTES IN BEARER
FORM, THIS TEMPORARY GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS TEMPORARY GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No.FXR U.S.$
TEMPORARY GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
____________________ _______________% _________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ ____________________
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
__________________ ___________________ ___________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
_____________________ Yes o No o Yes o No o
ISSUE PRICE: OTHER PROVISIONS:
________________ _________________
<PAGE> 2
The Subordinated Medium-Term Notes, Series B represented by this
Temporary Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Temporary Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Temporary Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Temporary Global
Note, 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, semiannually on __________ and __________ (each an
"Interest Payment Date") in each year commencing on the first
Interest Payment Date next succeeding the Original Issue Date
specified above 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) in each case to the bearer of this Temporary Global Note.
Interest on this Temporary Global 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 or the Maturity Date will,
subject to certain exceptions, be paid upon presentation and, at
<PAGE> 3
maturity, surrender of this Temporary Global Note at the principal
office of any of the Paying Agents (as defined below), but in each
case subject to the requirements as to certification provided
herein. Upon payment of interest on this Temporary Global Note,
the Principal Paying Agent (as defined below) shall cause Schedule
A of this Temporary Global Note to be endorsed to reflect any such
payment.
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 London or in Luxembourg are authorized or required by law,
regulation or executive order to close and "London Banking Day"
means any day other than a Saturday, Sunday, legal holiday or other
day on which banks in the City of London are authorized or required
by law, regulation or executive order to close.
Payment of the principal of, premium, if any, and interest due
on this Temporary Global Note will be made in immediately available
funds upon presentation of this Temporary Global Note at the
designated office or agency of the Paying Agents (as defined below)
by credit or transfer to an account with a bank in Europe. No
payment with respect to this Temporary Global Note will be made at
any office or agency maintained by the Company in the United States
nor will any such payment be made by transfer to an account, or by
mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this Temporary
Global Note will be made in U.S. dollars at the principal office of
The Chase Manhattan Bank, N.A. (the "Bank") in The City of New York
where at any particular time its corporate trust business shall be
administered if payment of the full amount thereof in U.S. dollars
at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar
restrictions.
Interest on and principal of this Temporary Global Note due
on the Interest Payment Dates and at any Maturity Date, as the
case may be, will be paid without discrimination as to nationality
or domicile of the Holder of this Temporary Global Note and
without requiring the presentation of an affidavit of any kind or
the fulfillment of any other formality, except as may be
prescribed by applicable laws or regulations in the country in
which such payment is made and except as provided in this
Temporary Global Note.
Prior to the Exchange Date (as defined below), all payments
(if any) on this Temporary Global Note will be made to Euroclear
and/or Cedel to the extent that there is presented to any Paying
<PAGE> 4
Agent by Euroclear and/or Cedel, as the case may be, a certificate,
substantially in the form set out in Schedule B-1 hereto, to the
effect that it has received from or with respect to a person
entitled to a particular principal amount of the Notes (as shown by
its records) a certificate from such person in or substantially in
the form set out in Schedule B-2 hereto. Interest in respect of
any portion of this Temporary Global Note payable prior to or after
the Exchange Date but as to which such certification has not been
received by the Exchange Date will be paid by the Principal Paying
Agent to the beneficial owner of such portion only upon issuance of
the Permanent Global Note or the definitive Notes in bearer form,
as the case may be, related thereto after receipt by Euroclear
and/or Cedel from or with respect to a person entitled to a
particular principal amount of the Notes (as shown by its records)
of the certificate in or substantially in the form set out in
Schedule B-2 hereto.
On or after the date (the "Exchange Date") which is the later
of (i) 40 calendar days after the Original Issue Date or (ii) the
date of completion of the distribution of the Notes represented by
this Temporary Global Note as certified by the relevant selling
agent to the Trustee or the Principal Paying Agent, this Temporary
Global Note will be exchanged, in whole or in part, for a Permanent
Global Note in exchange for the principal amount of this Temporary
Global Note for which the certificates in Schedules B-1 and B-2
have been received as aforesaid. Any Holder of a beneficial
interest who has not provided the certification in the form of
Schedule B-2, shall continue to hold such Holder's beneficial
interest through this Temporary Global Note and will not be
entitled to receive interest or principal until such certification
has been delivered as aforesaid and upon delivery of such
certification such Holder's interest will be exchanged for a
beneficial interest in the Permanent Global Note or, if the
Permanent Global Note has previously been exchanged in whole for
definitive Notes in bearer form and canceled, then for definitive
Notes in bearer form. The Permanent Global Note shall be so issued
and delivered to the Common Depository.
If the Permanent Global Note has previously been exchanged in
whole for definitive Notes in bearer form and canceled, any
remaining Holder of a beneficial interest in this Temporary Global
Note shall be entitled to security-printed definitive Notes in
bearer form in denominations of U.S.$100,000 or U.S.$5,000 each in
exchange for all of such Holder's beneficial interest in this
Temporary Global Note by having Euroclear and/or Cedel present to
any Paying Agent, a certificate, substantially in the form set out
in Schedule B-1 hereto, to the effect that it has received from or
<PAGE> 5
with respect to a person entitled to a particular principal amount
of the Notes (as shown by its records) a certificate from such
person in or substantially in the form set out in Schedule B-2
hereto. Subject as aforesaid and to at least 60 days written notice
expiring at least 30 days after the Exchange Date being given to
the Principal Paying Agent by Euroclear and/or Cedel, such
definitive Notes will be issued on any London Banking Day. No
definitive Note in bearer form delivered in exchange for a portion
of this Temporary Global Note will be mailed or otherwise delivered
to any location in the United States in connection with such an
exchange. Delivery of the definitive Notes in bearer form will be
made without charge (save for any costs of postage and postal
insurance).
Beneficial interests in this Temporary Global Note will be
transferable in accordance with the rules and procedures for the
time being of Euroclear or Cedel.
On the exchange of the whole of this Temporary Global Note,
this Temporary Global Note shall be surrendered to the Principal
Paying Agent (as defined below).
Until the exchange of the whole of this Temporary Global Note
as aforesaid, the bearer hereof shall in all respects (except as
otherwise provided herein) be entitled to the same benefits under
the Indenture as if it were the bearer of a duly authenticated and
delivered definitive Note in bearer form.
This Subordinated Medium-Term Note, Series B 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 Amended and Restated Indenture, dated as of September 1,
1993 (as so amended, 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 B (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 Bank acting through its corporate trust office at Woolgate
House, Coleman Street, London EC2P 2HD (the "Principal Paying
Agent"), and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg are initial paying agents for the payment of
interest and principal of the Subordinated Medium-Term Notes
(each, along with any other paying agents from time to time duly
<PAGE> 6
appointed by the Company in accordance with the provisions of the
Indenture, a "Paying Agent"); and the Bank acting through its
corporate trust office in London 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 Temporary Global Note is not subject to any sinking
fund.
This Temporary Global 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 Temporary Global 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
Temporary Global 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 Temporary Global Note to be repaid in whole
or in part at the option of the Holder hereof, this Temporary
Global Note must be received by the Paying and Authenticating
Agent at the principal corporate trust office of the Bank at its
office at Woolgate House, Coleman Street, London EC2P 2HD, or at
the office of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, 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
a Holder's Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
This Temporary Global 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"), except as
provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Temporary Global Note may
not be redeemed at the option of the Company prior to the Stated
Maturity Date, except in the event the Company is required to pay
any Additional Amounts (as defined below) with respect to the
payment of principal and interest on this Temporary Global Note.
On and after the Initial Redemption Date, if any, this Temporary
Global 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
<PAGE> 7
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
Temporary Global 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.
Unless otherwise indicated on the face hereof, this Temporary
Global Note will be subject to redemption as a whole but not in
part at the option of the Company, at a redemption price equal to
the principal amount hereof (or if this Temporary Global Note is
an Original Issue Discount Note at the Amortized Face Amount(as
defined below)) together with accrued and unpaid interest, if any,
to the date fixed for redemption, upon notice as described below,
if the Company determines that as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision
or taxing authority thereof or therein affecting taxation, or any
change in the application or official interpretation of such laws,
regulations or rulings, which change or amendment becomes
effective on or after the date hereof, the Company has or will
become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Temporary Global Note as described
below; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the
Company would be obliged to pay such Additional Amounts were a
payment in respect of this Temporary Global Note then due. The
Company will make its determination with respect to redemption as
soon as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to
redeem this Temporary Global Note, the Trustee will give notice to
the Holder hereof within 15 days after the date the Trustee is
notified of the Company's election to redeem this Temporary Global
Note or make additional payments as described above. Such notice
will state the nature of the Company's election, the reasons for
and the nature of such determination and the last day by which
redemption may be made.
The Company will, subject to the limitations and exceptions
set forth below, pay to the Holder on behalf of an owner of a
beneficial interest (an "Owner") in this Temporary Global Note who
is a United States Alien (as hereinafter defined) such additional
amounts (the "Additional Amounts") as may be necessary so that
<PAGE> 8
every net payment to such Owner of principal and premium, if any,
and interest, if any, on this Temporary Global Note, after
deduction or withholding for or on account of any present or
future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or
taxing authority thereof or therein, will not be less than the
amount provided for in this Temporary Global Note to be then due
and payable. However, the Company shall not be required to make
any such payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Owner (or between a fiduciary,
settlor or beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or between a member
or shareholder of such Owner, if such Owner is a partnership or
corporation) and the United States, including, without limitation,
such Owner (or such fiduciary, settlor, beneficiary, possessor,
member or shareholder) being or having been a citizen or resident
or treated as a resident thereof, or being or having been engaged
in a trade or business or present therein, or having or having had
a permanent establishment therein, or (ii) the presentation of
this Temporary Global Note for payment on a date more than 15 days
after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever
occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental
charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United
States, (ii) as a corporation that accumulates earnings to avoid
United States income taxes, (iii) as a controlled foreign
corporation with respect to the United States, (iv) as the owner,
actually or constructively, of 10% or more of the total combined
voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
<PAGE> 9
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Temporary Global Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements
concerning the nationality, residence, identity or connection with
the United States of the holder or Owner of this Temporary Global
Note if, without regard to any tax treaty, such compliance is
required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Temporary
Global Note, if such payment can be made without such withholding
by any other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Owner being or having been a
person within a country with respect to which the United States
Treasury Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as amended (the
"Code"), on or before the Original Issue Date specified above that
payments of interest to persons within such country are not
subject to the repeal of the United States withholding tax
provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of
any Owner who is a fiduciary or partnership or other than the sole
Owner of this Temporary Global Note to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of
such partnership or the Owner would not have been entitled to
payment of the Additional Amount had such beneficiary, settlor,
member or Owner been the sole Owner of this Temporary Global Note.
The term "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a
foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States federal income tax
<PAGE> 10
purposes, a foreign corporation, a nonresident alien individual or
a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Temporary Global Note is redeemable at the option of
the Company (other than as a result of the Company being obliged
to pay Additional Amounts as provided above), the "Redemption
Price" shall initially be the Initial Redemption Percentage,
specified above, of the principal amount of this Temporary Global
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 Temporary Global 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
Temporary Global 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
<PAGE> 11
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
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 Temporary Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Temporary Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Temporary
Global Note.
No reference herein to the Indenture and no provision of this
Temporary Global 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
Temporary Global 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 Temporary Global Note is issued
subject to such provisions and each holder of this Temporary
Global 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
<PAGE> 12
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.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Temporary Global Note as the absolute
owner of such Temporary Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Temporary Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Temporary Global
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.
All terms used in this Temporary Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
This Temporary Global Note may be transferred by delivery;
provided, however, that this Temporary Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
Unless the Certificate of Authentication hereon has been
executed by the Authenticating Agent or the Trustee under the
<PAGE> 13
Indenture by the manual signature of one of its authorized
officers, this Temporary Global 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> 14
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- --------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 15
Schedule B-1
FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR OR CEDEL TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION WITH ISSUANCE
OF THE PERMANENT GLOBAL SECURITY OR DEFINITIVE CERTIFICATES IN
BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that, as of the date hereof the
undersigned, which is a holder of an interest in the temporary
global Security representing the above Securities, is not a
United States person.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being delivered in order to obtain
interest prior to the Exchange Date, we confirm that the interest
payable on the Interest Payment Date on [Insert date] will be
paid to each of the persons appearing in our records as being
entitled to interest to be paid on such Interest Payment Date
from whom we have received a written certification prior to such
Interest Payment Date to the effect that the beneficial owner of
such portion with respect to which interest is to be paid on such
date either is not a United States person or is a United States
person which is a financial institution which has provided a
United States Internal Revenue Service Form W-9 or is an exempt
recipient as defined in United States Treasury Regulation Section
1.6049-4(c)(1)(ii) under the United States Internal Revenue Code
of 1986, as amended. We undertake to retain certificates
received from our member organizations in connection herewith for
<PAGE> 16
four years from the end of the calendar year in which such
certificates are received.
If this certificate is being delivered in connection with
the issuance of a permanent global Security or definitive Notes
in bearer form, we confirm that with respect to $_____ principal
amount of the above-captioned Securities no beneficial interest
in a permanent global Security or in definitive certificates in
bearer form will be delivered to any beneficial owner until we
have received the written certification described above.
The foregoing reflects any advice received subsequent to the
date of any certificates stating that the statements contained in
such certificate are no longer correct.
Dated: ______________, 19__
[MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, Brussels Office, as
Operator of the Euroclear System]
[CEDEL BANK S.A.]
By ____________________________
<PAGE> 17
Schedule B-2
FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNERS TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION WITH ISSUANCE OF THE
PERMANENT GLOBAL SECURITY OR DEFINITIVE CERTIFICATES IN BEARER
FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that as of the date hereof, no portion of
the temporary global Security representing the above-captioned
Securities and held by you for our account is beneficially owned
by a United States person or, if any portion thereof held by you
for our account is beneficially owned by a United States person,
such United States person is a financial institution within the
meaning of Section 1.165-12T(c)(1)(v) of the United States
Treasury regulations which hereby agrees to comply with Section
165(j)(3)(A),(B) or (C) of the United States Internal Revenue
Code of 1986, as amended, and the regulations promulgated
thereunder, and certifies that either it has provided an Internal
Revenue Service Form W-9 or is an exempt recipient as defined in
United States Treasury Regulations Section 1.6049-4(c)(1)(ii)
under the United States Internal Revenue Code of 1986, as
amended.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being provided by a clearing
organization, it is based on statements provided to it by its
member organizations. If the undersigned is a dealer, the
<PAGE> 18
undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided, however,
that, if the undersigned has actual knowledge that the informa
tion contained in such a certificate is false, the undersigned
will not deliver any Security in temporary, permanent or
definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the
undersigned.
We undertake to advise you by telex if the above statements
as to beneficial ownership are not correct on the Interest
Payment Date on [Insert date] as to any such portion of such
temporary global Security or on the date of delivery of the above-
captioned permanent global Security or definitive certificates in
bearer form.
We understand that this certificate is required in
connection with certain securities and tax legislation in the
United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate
is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in
such proceedings.
Dated:___________________, 19__
[Name of Account Holder]
___________________________
(Authorized Signatory)
Name:
Title:
51279
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN
INTEREST IN A PERMANENT GLOBAL NOTE OR DEFINITIVE NOTES IN BEARER
FORM, THIS TEMPORARY GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS TEMPORARY GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No. FLR U.S.$
TEMPORARY GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ _______________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ _______________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ _______________________
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
____________________ _____________________ ______________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
___________________ _____________________ ______________________
<PAGE> 2
HOLDER'S OPTIONAL CALCULATION AGENT: LISTING ON LUXEMBOURG
REPAYMENT DATE(S): STOCK EXCHANGE:
____________________ _________________ Yes o No o
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
Reuters o
___________________ Yes o No o Telerate o
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ __________________ __________________
The Subordinated Medium-Term Notes, Series B represented by this
Temporary Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Temporary Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Temporary Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Temporary
Global Note, 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 Rate
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 prin
cipal 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
<PAGE> 3
respect to the principal repayable on such date) in each case
to the bearer of this Temporary Global Note; provided,
however, 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 that 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 Temporary Global 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 Temporary
Global Note on any Interest Payment Date or the Maturity 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 or
the Maturity Date, as the case may be. The interest so pay
able, and punctually paid or duly provided for, on any
Interest Payment Date or the Maturity Date will, subject to
certain exceptions, be paid upon presentation and, at
maturity, surrender of this Temporary Global Note at the
principal office of any of the Paying Agents (as defined
below), but in each case subject to the requirements as to
certification provided herein. Upon payment of interest on
this Temporary Global Note, the Principal Paying Agent (as
defined below) shall cause Schedule A of this Temporary Global
Note to be endorsed to reflect any such payment.
Payment of the principal of, premium, if any, and
interest due on this Temporary Global Note will be made in
immediately available funds upon presentation of this
Temporary Global Note at the designated office or agency of
the Paying Agents (as defined below) by credit or transfer to
an account with a bank in Europe. No payment with respect to
this Temporary Global Note will be made at any office or
agency maintained by the Company in the United States nor will
any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this
Temporary Global Note will be made in U.S. dollars at the
principal office of The Chase Manhattan Bank, N.A. (the
"Bank") in The City of New York where at any particular time
<PAGE> 4
its corporate trust business shall be administered if payment
of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions.
Interest on and principal of this Temporary Global Note
due on the Interest Payment Dates and at any Maturity Date, as
the case may be, will be paid without discrimination as to
nationality or domicile of the Holder of this Temporary Global
Note and without requiring the presentation of an affidavit of
any kind or the fulfillment of any other formality, except as
may be prescribed by applicable laws or regulations in the
country in which such payment is made and except as provided
in this Temporary Global Note.
Prior to the Exchange Date (as defined below), all payments
(if any) on this Temporary Global Note will be made to Euroclear
and/or Cedel to the extent that there is presented to any Paying
Agent by Euroclear and/or Cedel, as the case may be, a certificate,
substantially in the form set out in Schedule B-1 hereto, to the
effect that it has received from or with respect to a person
entitled to a particular principal amount of the Notes (as shown by
its records) a certificate from such person in or substantially in
the form set out in Schedule B-2 hereto. Interest in respect of
any portion of this Temporary Global Note payable prior to or after
the Exchange Date but as to which such certification has not been
received by the Exchange Date will be paid by the Principal Paying
Agent to the beneficial owner of such portion only upon issuance of
the Permanent Global Note or the definitive Notes in bearer form,
as the case may be, related thereto after receipt by Euroclear
and/or Cedel from or with respect to a person entitled to a
particular principal amount of the Notes (as shown by its records)
of the certificate in or substantially in the form set out in
Schedule B-2 hereto.
On or after the date (the "Exchange Date") which is the later
of (i) 40 calendar days after the Original Issue Date or (ii) the
date of completion of the distribution of the Notes represented by
this Temporary Global Note as certified by the relevant selling
agent to the Trustee or the Principal Paying Agent, this Temporary
Global Note will be exchanged, in whole or in part, for a Permanent
Global Note in exchange for the principal amount of this Temporary
Global Note for which the certificates in Schedules B-1 and B-2
have been received as aforesaid. Any Holder of a beneficial
interest who has not provided the certification in the form of
Schedule B-2, shall continue to hold such Holder's beneficial
interest through this Temporary Global Note and will not be
<PAGE> 5
entitled to receive interest or principal until such certification
has been delivered as aforesaid and upon delivery of such
certification such Holder's interest will be exchanged for a
beneficial interest in the Permanent Global Note or, if the
Permanent Global Note has previously been exchanged in whole for
definitive Notes in bearer form and canceled, then for definitive
Notes in bearer form. The Permanent Global Note shall be so issued
and delivered to the Common Depository.
If the Permanent Global Note has previously been exchanged in
whole for definitive Notes in bearer form and canceled, any
remaining Holder of a beneficial interest in this Temporary Global
Note shall be entitled to security-printed definitive Notes in
bearer form in denominations of U.S.$100,000 or U.S.$5,000 each in
exchange for such Holder's beneficial interest in this Temporary
Global Note by having Euroclear and/or Cedel present to any Paying
Agent, a certificate, substantially in the form set out in Schedule
B-1 hereto, to the effect that it has received from or with respect
to a person entitled to a particular principal amount of the Notes
(as shown by its records) a certificate from such person in or
substantially in the form set out in Schedule B-2 hereto. Subject
as aforesaid and to at least 60 days written notice expiring at
least 30 days after the Exchange Date being given to the Principal
Paying Agent by Euroclear and/or Cedel, such definitive Notes will
be issued on any London Banking Day (as defined below). No
definitive Note in bearer form delivered in exchange for a portion
of this Temporary Global Note will be mailed or otherwise delivered
to any location in the United States in connection with such an
exchange. Delivery of the definitive Notes in bearer form will be
made without charge (save for any costs of postage and postal
insurance).
Beneficial Interests in this Temporary Global Note will
be transferable in accordance with the rules and procedures
for the time being of Euroclear or Cedel.
On the exchange of the whole of this Temporary Global
Note, this Temporary Global Note shall be surrendered to the
Principal Paying Agent (as defined below).
Until the exchange of the whole of this Temporary Global
Note as aforesaid, the bearer hereof shall in all respects
(except as otherwise provided herein) be entitled to the same
benefits under the Indenture as if it were the bearer of a
duly authenticated and delivered definitive Note in bearer
form.
<PAGE> 6
This Subordinated Medium-Term Note, Series B 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 Amended and Restated Indenture,
dated as of September 1, 1993 (as so amended, 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 B (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 Bank acting through its
corporate trust office at Woolgate House, Coleman Street,
London EC2P 2HD (the "Principal Paying Agent"), and Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg are initial paying agents for the payment of
interest and principal of the Subordinated Medium-Term Notes
(each, along with any other paying agents from time to time
duly appointed by the Company in accordance with the
provisions of the Indenture, a "Paying Agent"); and the Bank
acting through its corporate trust office in London 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 Temporary Global Note is not subject to any sinking
fund.
This Temporary Global 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 Temporary Global
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 Temporary Global 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 Temporary
Global Note to be repaid in whole or in part at the option of
the Holder hereof, this Temporary Global Note must be received
<PAGE> 7
by the Paying and Authenticating Agent at the principal
corporate trust office of the Bank at its office at Woolgate
House, Coleman Street, London EC2P 2HD, or at the office of
Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, 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 a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Temporary Global 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"), except
as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Temporary Global Note
may not be redeemed at the option of the Company prior to the
Stated Maturity Date, except in the event the Company is
required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this
Temporary Global Note. On and after the Initial Redemption
Date, if any, this Temporary Global 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 Temporary Global 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.
Unless otherwise indicated on the face hereof, this
Temporary Global Note will be subject to redemption as a whole
but not in part at the option of the Company, at a redemption
price equal to the principal amount hereof (or if this
Temporary Global Note is an Original Issue Discount Note at
the Amortized Face Amount (as defined below)) together with
accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company
determines that as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting
taxation, or any change in the application or official
interpretation of such laws, regulations or rulings, which
<PAGE> 8
change or amendment becomes effective on or after the date
hereof, the Company has or will become obligated to pay
Additional Amounts (as hereinafter defined) with respect to
this Temporary Global Note as described below; provided that
no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company would be
obliged to pay such Additional Amounts were a payment in
respect of this Temporary Global Note then due. The Company
will make its determination with respect to redemption as soon
as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected
to redeem this Temporary Global Note, the Trustee will give
notice to the Holder hereof within 15 days after the date the
Trustee is notified of the Company's election to redeem this
Temporary Global Note or make additional payments as described
above. Such notice will state the nature of the Company's
election, the reasons for and the nature of such determination
and the last day by which redemption may be made.
The Company will, subject to the limitations and
exceptions set forth below, pay to the holder on behalf of an
owner of a beneficial interest (an "Owner") in this Temporary
Global Note who is a United States Alien (as hereinafter
defined) such additional amounts (the "Additional Amounts") as
may be necessary so that every net payment to such Owner of
principal and premium, if any, and interest, if any, on this
Temporary Global Note, after deduction or withholding for or
on account of any present or future tax, assessment of other
governmental charge imposed upon such Owner, or by reason of
the making of such net or additional payment, by the United
States, or any political subdivision or taxing authority
thereof or therein, will not be less than the amount provided
for in this Temporary Global Note to be then due and payable.
However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental
charge which would not have been imposed but for
(i) the existence of any present or former connection
between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or
between a member or shareholder of such Owner, if such
Owner is a partnership or corporation) and the United
States, including, without limitation, such Owner (or
<PAGE> 9
such fiduciary, settlor, beneficiary, possessor, member
or shareholder) being or having been a citizen or
resident or treated as a resident thereof, or being or
having been engaged in a trade or business or present
therein, or having or having had a permanent
establishment therein, or (ii) the presentation of this
Temporary Global Note for payment on a date more than
15 days after the date on which such payment became due
and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales,
transfer, personal property or any similar tax,
assessment or other governmental charge;
(3) any tax, assessment or other governmental
charge imposed by reason of such Owner's past or
present status (i) as a private foundation or other tax
exempt organization or a domestic or foreign personal
holding company with respect to the United States,
(ii) as a corporation that accumulates earnings to
avoid United States income taxes, (iii) as a controlled
foreign corporation with respect to the United States,
(iv) as the owner, actually or constructively, of 10%
or more of the total combined voting power of all
classes of stock of the Company entitled to vote, or
(v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into
in the ordinary course of its trade or business;
(4) any tax, assessment or other governmental
charge which is payable primarily otherwise than by
deduction or withholding from payments on this
Temporary Global Note;
(5) any tax, assessment or other governmental
charge that would not have been imposed but for a
failure to comply with applicable certification,
information or other reporting requirements concerning
the nationality, residence, identity or connection with
the United States of the holder or Owner of this
Temporary Global Note if, without regard to any tax
treaty, such compliance is required by statute or
regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
<PAGE> 10
(6) any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from
a payment on this Temporary Global Note, if such
payment can be made without such withholding by any
other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental
charge that would not have been so imposed but for the
Owner being or having been a person within a country
with respect to which the United States Treasury
Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code"), on or before the Original Issue
Date specified above that payments of interest to
persons within such country are not subject to the
repeal of the United States withholding tax provided
for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3),
(4), (5), (6) or (7), above;
nor shall Additional Amounts be paid to any holder on behalf
of any Owner who is a fiduciary or partnership or other than
the sole Owner of this Temporary Global Note to the extent
that a beneficiary or settlor with respect to such fiduciary,
a member of such partnership or the Owner would not have been
entitled to payment of the Additional Amount had such
beneficiary, settlor, member or Owner been the sole Owner of
this Temporary Global Note. The term "United States Alien"
means any person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes, a
foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 given as specified in the
<PAGE> 11
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Temporary Global Note is redeemable at the
option of the Company (other than as a result of the Company
being obliged to pay Additional Amounts as provided above),
the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified above, of the principal
amount of this Temporary Global 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 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 Temporary Global 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 the interest
rate in effect from the Original Issue Date to the Initial
Interest Rate Reset Date shall be the Initial Interest Rate
specified above. If any Interest Rate Reset Date would
otherwise be a day that is not a Business Day, such Interest
Rate 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
<PAGE> 12
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"), CMT Rate,
Commercial Paper Rate, Federal Funds Rate and Prime Rate will
be the second Business Day preceding the Interest Rate 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
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 banking
institutions in the City of London or in Luxembourg are authorized
or required by law, regulation 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 banking institutions in the City of London are authorized
or required by law, regulation 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").
<PAGE> 13
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 CMT Rate. The CMT Rate means, with respect
to any Interest Determination Date (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on
the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT Rate Interest
<PAGE> 14
Determination Date, then the CMT Rate shall be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
Interest Rate Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United
State Department of the Treasury that the Calculation Agent, after
consultation with the Company, determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent, after consultation with the
Company, (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity
Index minus one year. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for such CMT
Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Company, and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury notes with an original
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
<PAGE> 15
closest to the Designated CMT Maturity Index and in an amount of
at least $100 million. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are not
quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face hereof
(or any other page as may replace such page on that service for
the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified
on the face hereof, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) having the Index Maturity specified on the
face hereof with respect to which the CMT Rate will be calculated.
If no such Index Maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
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
<PAGE> 16
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
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
<PAGE> 17
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 (unless such
rate is superseded by a corrected rate before 12:00 noon,
London time, in which case such corrected rate shall be the
applicable rate), 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 (unless such rate is superseded by
a corrected rate before 12:00 noon, London time, in which
case such corrected rate shall be the applicable rate), on
that LIBOR Interest Determination Date. If LIBOR cannot be
determined under clause (a) or (b) of this paragraph (i), 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 paragraph (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under paragraph (i)
above, the Calculation Agent will request that the London
offices of four major banks in London selected by the
Calculation Agent, after consultation with the Company,
provide such Calculation Agent with offered quotations for
<PAGE> 18
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. 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 as requested, 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 (or such
other service as may be nominated by the British Bankers'
Association as the information vendor for the purposes of
displaying British Bankers' Association interest settlement rates)
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.
<PAGE> 19
"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:
(i) LIBID will be determined on the basis of the bid
rates quoted to prime banks in the London interbank market at
approximately 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
Calculation 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 Calculation 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
<PAGE> 20
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.
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
<PAGE> 21
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 Interest Determination Date will be the Treasury Rate
then in effect on such Treasury 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 Temporary Global 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 Rate Reset Date. All calculations
made by the Calculation Agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Company
and the owners of beneficial interests in this Temporary Global
Note.
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
<PAGE> 22
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
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 Temporary Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Temporary Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Temporary
Global Note.
No reference herein to the Indenture and no provision of this
Temporary Global 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
Temporary Global 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 Temporary Global Note is issued
<PAGE> 23
subject to such provisions and each holder of this Temporary
Global 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.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Temporary Global Note as the absolute
owner of such Temporary Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Temporary Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Temporary Global
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 Temporary Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
<PAGE> 24
This Temporary Global Note may be transferred by delivery;
provided, however, that this Temporary Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
<PAGE> 25
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 Temporary Global 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> 26
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- -------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 27
Schedule B-1
FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR OR CEDEL TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION
WITH ISSUANCE OF THE PERMANENT GLOBAL SECURITY OR
DEFINITIVE CERTIFICATES IN BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that, as of the date hereof, the
undersigned, which is a holder of an interest in the temporary
global Security representing the above Securities, is not a
United States person.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being delivered in order to obtain
interest prior to the Exchange Date, we confirm that the interest
payable on the Interest Payment Date on [Insert Date] will be
paid to each of the persons appearing in our records as being
entitled to interest to be paid on such Interest Payment Date
from whom we have received a written certification prior to such
Interest Payment Date the effect that the beneficial owner of
such portion with respect to which interest is to be paid on such
date either is not a United States person or is a United States
person which is a financial institution which has provided a
United States Internal Revenue Service Form W-9 or is an exempt
recipient as defined in United States Treasury Regulation Section
1.6049-4(c)(1)(ii) under the United States Internal Revenue Code
of 1986, as amended. We undertake to retain certificates
received from our member organizations in connection herewith for
<PAGE> 28
four years from the end of the calendar year in which such
certificates are received.
If this certificate is being delivered in connection with
the issuance of a permanent global Security or definitive Notes
in bearer form, we confirm that with respect to $____ principal
amount of the above-captioned Securities no beneficial interest
in a permanent global Security or in definitive certificates in
bearer form will be delivered to any beneficial owner until we
have received the written certification described above.
The foregoing reflects any advice received subsequent to the
date of any certificates stating that the statements contained in
such certificate are no longer correct.
Dated: ______________, 19__
[MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, Brussels Office, as
Operator of the Euroclear System]
[CEDEL BANK S.A.]
By ____________________________
<PAGE> 29
Schedule B-2
FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNERS TO OBTAIN INTEREST
PRIOR TO THE EXCHANGE DATE AND IN CONNECTION
WITH ISSUANCE OF THE PERMANENT GLOBAL SECURITY OR
DEFINITIVE CERTIFICATES IN BEARER FORM
CERTIFICATE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
ISIN:
This is to certify that as of the date hereof, no portion of
the temporary global Security representing the above-captioned
Securities and held by you for our account is beneficially owned
by a United States person or, if any portion thereof held by you
for our account is beneficially owned by a United States person,
such United States person is a financial institution within the
meaning of Section 1.165-12T(c)(1)(v) of the United States
Treasury regulations which hereby agrees to comply with Section
165(j)(3)(A),(B) or (C) of the United States Internal Revenue
Code of 1986, as amended, and the regulations promulgated
thereunder, and certifies that either it has provided an Internal
Revenue Service Form W-9 or is an exempt recipient as defined in
United States Treasury Regulations Section 1.6049-4(c)(1)(ii)
under the United States Internal Revenue Code of 1986, as
amended.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
If this certificate is being provided by a clearing
organization, it is based on statements provided to it by its
<PAGE> 30
member organizations. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided, however,
that, if the undersigned has actual knowledge that the informa
tion contained in such a certificate is false, the undersigned
will not deliver any Security in temporary, permanent or
definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the
undersigned.
We undertake to advise you by telex if the above statements
as to beneficial ownership are not correct on the Interest
Payment Date on [Insert date] as to any such portion of such
temporary global Security or on the date of delivery of the above-
captioned permanent global Security or definitive certificates in
bearer form.
We understand that this certificate is required in
connection with certain securities and tax legislation in the
United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate
is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in
such proceedings.
Dated:___________________, 19__
[Name of Account Holder]
___________________________
(Authorized Signatory)
Name:
Title:
51462
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR INTERESTS IN
DEFINITIVE NOTES IN BEARER FORM, THIS PERMANENT GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS PERMANENT GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No.FXR U.S.$
PERMANENT GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
____________________ __________________% ___________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ ___________________
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ ___________________ ___________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
____________________ Yes o No o Yes o No o
ISSUE PRICE: OTHER PROVISIONS:
____________________ _________________
<PAGE> 2
The Senior Medium-Term Notes, Series B represented by this
Permanent Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Permanent Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Permanent Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Permanent Global
Note, 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, semiannually on __________ and __________ (each an
"Interest Payment Date") in each year commencing on the first
Interest Payment Date next succeeding the Original Issue Date
specified above 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) in each case to the bearer of this Permanent Global Note.
Interest on this Permanent Global 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 or any Maturity Date will,
<PAGE> 3
subject to certain exceptions, be paid upon presentation and, at
maturity, surrender of this Permanent Global Note at the principal
office of any of the Paying Agents (as defined below). Upon
payment of interest on this Permanent Global Note, the Principal
Paying Agent (as defined below) shall cause Schedule A of this
Permanent Global Note to be endorsed to reflect any such payment.
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 London or in Luxembourg are authorized or required by law,
regulation or executive order to close and "London Banking Day"
means any day other than a Saturday, Sunday, legal holiday or other
day on which banks in the City of London are authorized or required
by law, regulation or executive order to close.
Payment of the principal of, premium, if any, and interest due
on this Permanent Global Note will be made in immediately available
funds upon presentation of this Permanent Global Note at the
designated office or agency of the Paying Agents (as defined below)
by credit or transfer to an account with a bank in Europe. No
payment with respect to this Permanent Global Note will be made at
any office or agency maintained by the Company in the United States
nor will any such payment be made by transfer to an account, or by
mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this Permanent
Global Note will be made in U.S. dollars at the principal office of
The Chase Manhattan Bank, N.A. (the "Bank") in The City of New York
where at any particular time its corporate trust business shall be
administered if payment of the full amount thereof in U.S. dollars
at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar
restrictions.
Interest on and principal of this Permanent Global Note due
on the Interest Payment Dates and at any Maturity Date, as the
case may be, will be paid without discrimination as to nationality
or domicile of the Holder of this Permanent Global Note and
without requiring the presentation of an affidavit of any kind or
the fulfillment of any other formality, except as may be
prescribed by applicable laws or regulations in the country in
which such payment is made and except as provided in this
Permanent Global Note.
The Notes represented by this Permanent Global Note were
originally represented by a Temporary Global Note. Unless such
Temporary Global Note was exchanged in whole on the issue hereof,
such Temporary Global Note may be further exchanged, on the terms
<PAGE> 4
and conditions set out therein, for this Permanent Global Note.
If any such exchange occurs following the issue hereof, the
Company or its agent shall endorse Schedule B hereto to reflect
the increase in the aggregate principal amount of this Permanent
Global Note due to each such exchange, whereupon the principal
amount hereof shall be increased for all purposes by the amount so
exchanged and endorsed.
Interests in this Permanent Global Note will be transferable
in accordance with the rules and procedures for the time being of
Euroclear or Cedel.
The Permanent Global Note may be exchanged, in whole but not
in part (free of charge), for security-printed definitive Notes in
bearer form in denominations of U.S.$5,000 and U.S.$100,000 each.
Subject as aforesaid and to at least 60 days written notice
expiring at least 30 days after the Exchange Date (as defined
below) being given to the Principal Paying Agent by Euroclear or
Cedel, such exchange will be made upon presentation of this
Permanent Global Note by the bearer hereof on any London Banking
Day. The aggregate principal amount of definitive Notes in bearer
form issued upon an exchange of this Permanent Global Note will be
equal to the aggregate principal amount of this Permanent Global
Note, as adjusted, as shown in Schedule B hereto. On an exchange
of the whole of this Permanent Global Note, this Permanent Global
Note, this Permanent Global Note shall be surrendered to the
Principal Paying Agent (as defined below). As used herein,
"Exchange Date" means the date which is the later of (i) 40
calendar days after the Original Issue Date or (ii) the date of
completion of the distribution of the Notes represented by this
Permanent Global Note as certified by the relevant selling agent
to the Trustee and the Principal Paying Agent.
The bearer hereof shall in all respects (except as otherwise
provided herein) be entitled to the same benefits under the
Indenture as if it were the bearer of a duly authenticated and
delivered definitive Note in bearer form.
This Senior Medium-Term Note, Series B 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 a Second
Supplemental Indenture, dated as of May 1, 1991, (as so amended
and 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
<PAGE> 5
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 B (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 Bank acting
through its corporate trust office at Woolgate House, Coleman
Street, London EC2P 2HD (the "Principal Paying Agent"), and Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg
are initial paying agents for the payment of interest and
principal of the Senior Medium-Term Notes (each, along with any
other paying agents from time to time duly appointed by the
Company in accordance with the provisions of the Indenture, a
"Paying Agent"); and the Bank acting through its corporate trust
office in London 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, and the
terms of which are specified in the applicable pricing supplement
relating thereto.
This Permanent Global Note is not subject to any sinking
fund.
This Permanent Global 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 Permanent Global 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
Permanent Global 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 Permanent Global Note to be repaid in whole
or in part at the option of the Holder hereof, this Permanent
Global Note must be received by the Paying and Authenticating
Agent at the principal corporate trust office of the Bank at its
office at Woolgate House, Coleman Street, London EC2P 2HD, or at
the office of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, 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
Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
<PAGE> 6
This Permanent Global 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"), except as
provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Permanent Global Note may
not be redeemed at the option of the Company prior to the Stated
Maturity Date, except in the event the Company is required to pay
any Additional Amounts (as defined below) with respect to the
payment of principal and interest on this Permanent Global Note.
On and after the Initial Redemption Date, if any, this Permanent
Global 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
Permanent Global 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.
Unless otherwise indicated on the face hereof, this Permanent
Global Note will be subject to redemption as a whole but not in
part at the option of the Company, at a redemption price equal to
the principal amount hereof (or if this Permanent Global Note is
an Original Issue Discount Note at the Amortized Face Amount(as
defined below)) together with accrued and unpaid interest, if any,
to the date fixed for redemption, upon notice as described below,
if the Company determines that as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision
or taxing authority thereof or therein affecting taxation, or any
change in the application or official interpretation of such laws,
regulations or rulings, which change or amendment becomes
effective on or after the date hereof, the Company has or will
become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Permanent Global Note as described
below; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the
Company would be obliged to pay such Additional Amounts were a
payment in respect of this Permanent Global Note then due. The
Company will make its determination with respect to redemption as
soon as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to
<PAGE> 7
redeem this Permanent Global Note, the Trustee will give notice to
the Holder hereof within 15 days after the date the Trustee is
notified of the Company's election to redeem this Permanent Global
Note or make additional payments as described above. Such notice
will state the nature of the Company's election, the reasons for
and the nature of such determination and the last day by which
redemption may be made.
The Company will, subject to the limitations and exceptions
set forth below, pay to the Holder on behalf of an owner of a
beneficial interest (an "Owner") in this Permanent Global Note who
is a United States Alien (as hereinafter defined) such additional
amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any,
and interest, if any, on this Permanent Global Note, after
deduction or withholding for or on account of any present or
future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or
taxing authority thereof or therein, will not be less than the
amount provided for in this Permanent Global Note to be then due
and payable. However, the Company shall not be required to make
any such payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Owner (or between a fiduciary,
settlor or beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or between a member
or shareholder of such Owner, if such Owner is a partnership or
corporation) and the United States, including, without limitation,
such Owner (or such fiduciary, settlor, beneficiary, possessor,
member or shareholder) being or having been a citizen or resident
or treated as a resident thereof, or being or having been engaged
in a trade or business or present therein, or having or having had
a permanent establishment therein, or (ii) the presentation of
this Permanent Global Note for payment on a date more than 15 days
after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever
occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental
charge;
<PAGE> 8
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United
States, (ii) as a corporation that accumulates earnings to avoid
United States income taxes, (iii) as a controlled foreign
corporation with respect to the United States, (iv) as the owner,
actually or constructively, of 10% or more of the total combined
voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Permanent Global Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements
concerning the nationality, residence, identity or connection with
the United States of the holder or Owner of this Permanent Global
Note if, without regard to any tax treaty, such compliance is
required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Permanent
Global Note, if such payment can be made without such withholding
by any other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Owner being or having been a
person within a country with respect to which the United States
Treasury Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as amended (the
"Code"), on or before the Original Issue Date specified above that
payments of interest to persons within such country are not
subject to the repeal of the United States withholding tax
provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
<PAGE> 9
nor shall Additional Amounts be paid to any holder on behalf of
any Owner who is a fiduciary or partnership or other than the sole
Owner of this Permanent Global Note to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of
such partnership or the Owner would not have been entitled to
payment of the Additional Amount had such beneficiary, settlor,
member or Owner been the sole Owner of this Permanent Global Note.
The term "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a
foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or
a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Permanent Global Note is redeemable at the option of
the Company (other than as a result of the Company being obliged
to pay Additional Amounts as provided above), the "Redemption
Price" shall initially be the Initial Redemption Percentage,
specified above, of the principal amount of this Permanent Global
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
<PAGE> 10
Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
Interest payments on this Permanent Global 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
Permanent Global 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
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 Permanent Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Permanent Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Permanent
Global Note.
No reference herein to the Indenture and no provision of this
Permanent Global 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
Permanent Global Note at the time, place, and rate, and in the
currency, currency unit or composite currency, prescribed herein
and in the Indenture.
<PAGE> 11
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Permanent Global Note as the absolute
owner of such Permanent Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Permanent Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Permanent Global
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 Permanent Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
This Permanent Global Note may be transferred by delivery;
provided, however, that this Permanent Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
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 Permanent Global Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE> 12
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, as Trustee or Bankers Trust Company,
as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:________________________ By:______________________________
Authorized Officer Authorized Officer
<PAGE> 13
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- ------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 14
Schedule B
SCHEDULE OF EXCHANGES OF A PERMANENT GLOBAL NOTE
AND FOR DEFINITIVE NOTES IN BEARER FORM
The following increases of this Permanent Global Note or exchanges of the
whole of this Permanent Global Note for definitive Notes in bearer
form have been made:
Increase in
principal
amount of
this Entire
Permanent principal
Global Note amount of
due to this
exchanges Permanent
of a Global Note
Temporary exchanged Notation
Global Note for made by or
Date of for this definitive on behalf
exchange Permanent Notes in of the
Global Note Bearer form Company
- ------- ----------- ----------- ---------
51288
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR INTERESTS IN
DEFINITIVE NOTES IN BEARER FORM, THIS PERMANENT GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS PERMANENT GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No. FLR U.S.$
PERMANENT GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ _______________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ _______________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ _______________________
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
____________________ _____________________ ______________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ ______________________
<PAGE> 2
HOLDER'S OPTIONAL CALCULATION AGENT: LISTING ON LUXEMBOURG
REPAYMENT DATE(S): STOCK EXCHANGE:
____________________ _________________ Yes o No o
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
Reuters o
___________________ Yes o No o Telerate o
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ __________________ __________________
The Senior Medium-Term Notes, Series B represented by this
Permanent Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Permanent Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Permanent Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Permanent
Global Note, 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 Rate
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 prin
cipal 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
<PAGE> 3
respect to the principal repayable on such date) in each case
to the bearer of this Permanent Global Note; provided,
however, 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 that 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 Permanent Global 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 Permanent
Global Note on any Interest Payment Date or Maturity 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 or
any Maturity Date, as the case may be. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date or any Maturity Date will, subject to
certain exceptions, be paid upon presentation and, at
maturity, surrender of this Permanent Global Note at the
principal office of any of the Paying Agents (as defined
below), but in each case subject to the requirements as to
certification provided herein. Upon payment of interest on
this Permanent Global Note, the Principal Paying Agent (as
defined below) shall cause Schedule A of this Permanent Global
Note to be endorsed to reflect any such payment.
Payment of the principal of, premium, if any, and
interest due on this Permanent Global Note will be made in
immediately available funds upon presentation of this
Permanent Global Note at the designated office or agency of
the Paying Agents (as defined below) by credit or transfer to
an account with a bank in Europe. No payment with respect to
this Permanent Global Note will be made at any office or
agency maintained by the Company in the United States nor will
any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this
Permanent Global Note will be made in U.S. dollars at the
principal office of The Chase Manhattan Bank, N.A. (the
"Bank") in The City of New York where at any particular time
<PAGE> 4
its corporate trust business shall be administered if payment
of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions.
Interest on and principal of this Permanent Global Note
due on the Interest Payment Dates and at any Maturity Date, as
the case may be, will be paid without discrimination as to
nationality or domicile of the Holder of this Permanent Global
Note and without requiring the presentation of an affidavit of
any kind or the fulfillment of any other formality, except as
may be prescribed by applicable laws or regulations in the
country in which such payment is made and except as provided
in this Permanent Global Note.
The Notes represented by this Permanent Global Note were
originally represented by a Temporary Global Note. Unless
such Temporary Global Note was exchanged in whole on the issue
hereof, such Temporary Global Note may be further exchanged,
on the terms and conditions set out therein, for this
Permanent Global Note. If any such exchange occurs following
the issue hereof, the Company or its agent shall endorse
Schedule B hereto to reflect the increase in the aggregate
principal amount of this Permanent Global Note due to each
such exchange, whereupon the principal amount hereof shall be
increased for all purposes by the amount so exchanged and
endorsed.
Interests in this Permanent Global Note will be
transferable in accordance with the rules and procedures for
the time being or Euroclear and Cedel.
This Permanent Global Note may be exchanged, in whole
but not in part (free of charge), for security-printed
definitive Notes in bearer form in denominations of U.S.$5,000
and U.S.$100,000 each. Subject as aforesaid and to at least
60 days written notice expiring at least 30 days after the
Exchange Date (as defined below) being given to the Principal
Paying Agent (as defined below) by Euroclear or Cedel, such
exchange will be made upon presentation of this Permanent
Global Note by the bearer hereof on any London Banking Day (as
defined below). The aggregate principal amount of definitive
Notes in bearer form issued upon an exchange of this Permanent
Global Note will be equal to the aggregate principal amount of
this Permanent Global Note, as adjusted, as shown in Schedule
B hereto. On an exchange of the whole of this Permanent
Global Note, this Permanent Global Note shall be surrendered
<PAGE> 5
to the Principal Paying Agent (as defined below). As used
herein, "Exchange Date" means the date which is the later of
(i) 40 calendar days after the Original Issue Date or (ii) the
date of completion of the distribution of the Notes
represented by this Permanent Global Note as certified by the
relevant selling agent to the Trustee and the Principal Paying
Agent.
The bearer hereof shall in all respects (except as
otherwise provided herein) be entitled to the same benefits
under the Indenture as if it were the bearer of a duly
authenticated and delivered definitive Note in bearer form.
This Senior Medium-Term Note, Series B 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 a Second Supplemental Indenture, dated as
of May 1, 1991, (as so amended and 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 B (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
Bank acting through its corporate trust office at Woolgate
House, Coleman Street, London EC2P 2HD (the "Principal Paying
Agent"), and Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg are the initial paying agents for
the payment of interest and principal of the Senior Medium-
Term Notes (each, along with any other paying agents from time
to time duly appointed by the Company in accordance with the
provisions of the Indenture, a "Paying Agent"); and the Bank
acting through its corporate trust office in London 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, and the
terms of which are specified in the applicable pricing
supplement relating thereto.
<PAGE> 6
This Permanent Global Note is not subject to any sinking
fund.
This Permanent Global 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 Permanent Global
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 Permanent Global 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 Permanent
Global Note to be repaid in whole or in part at the option of
the Holder hereof, this Permanent Global Note must be received
by the Paying and Authenticating Agent at the principal
corporate trust office of the Bank at its office at Woolgate
House, Coleman Street, London EC2P 2HD, or at the office of
Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, 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 Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
This Permanent Global 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"), except
as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Permanent Global Note
may not be redeemed at the option of the Company prior to the
Stated Maturity Date, except in the event the Company is
required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this
Permanent Global Note. On and after the Initial Redemption
Date, if any, this Permanent Global 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 Permanent Global Note in part only, a new Note for the
unredeemed portion hereof shall be
<PAGE> 7
issued in the name of the Holder hereof upon the surrender
hereof.
Unless otherwise indicated on the face hereof, this
Permanent Global Note will be subject to redemption as a whole
but not in part at the option of the Company, at a redemption
price equal to the principal amount hereof (or if this
Permanent Global Note is an Original Issue Discount Note at
the Amortized Face Amount (as defined below)) together with
accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company
determines that as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting
taxation, or any change in the application or official
interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date
hereof, the Company has or will become obligated to pay
Additional Amounts (as hereinafter defined) with respect to
this Permanent Global Note as described below; provided that
no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts were a payment in
respect of this Permanent Global Note then due. The Company
will make its determination with respect to redemption as soon
as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected
to redeem this Permanent Global Note, the Trustee will give
notice to the Holder hereof within 15 days after the date the
Trustee is notified of the Company's election to redeem this
Permanent Global Note or make additional payments as described
above. Such notice will state the nature of the Company's
election, the reasons for and the nature of such determination
and the last day by which redemption may be made.
The Company will, subject to the limitations and
exceptions set forth below, pay to the holder on behalf of an
owner of a beneficial interest (an "Owner") in this Permanent
Global Note who is a United States Alien (as hereinafter
defined) such additional amounts (the "Additional Amounts") as
may be necessary so that every net payment to such Owner of
principal and premium, if any, and interest, if any, on this
Permanent Global Note, after deduction or withholding for or
on account of any present or future tax, assessment of other
<PAGE> 8
governmental charge imposed upon such Owner, or by reason of
the making of such net or additional payment, by the United
States, or any political subdivision or taxing authority
thereof or therein, will not be less than the amount provided
for in this Permanent Global Note to be then due and payable.
However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental
charge which would not have been imposed but for
(i) the existence of any present or former connection
between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or
between a member or shareholder of such Owner, if such
Owner is a partnership or corporation) and the United
States, including, without limitation, such Owner (or
such fiduciary, settlor, beneficiary, possessor, member
or shareholder) being or having been a citizen or
resident or treated as a resident thereof, or being or
having been engaged in a trade or business or present
therein, or having or having had a permanent
establishment therein, or (ii) the presentation of this
Permanent Global Note for payment on a date more than
15 days after the date on which such payment became due
and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales,
transfer, personal property or any similar tax,
assessment or other governmental charge;
(3) any tax, assessment or other governmental
charge imposed by reason of such Owner's past or
present status (i) as a private foundation or other tax
exempt organization or a domestic or foreign personal
holding company with respect to the United States,
(ii) as a corporation that accumulates earnings to
avoid United States income taxes, (iii) as a controlled
foreign corporation with respect to the United States,
(iv) as the owner, actually or constructively, of 10%
or more of the total combined voting power of all
classes of stock of the Company entitled to vote, or
(v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into
in the ordinary course of its trade or business;
<PAGE> 9
(4) any tax, assessment or other governmental
charge which is payable primarily otherwise than by
deduction or withholding from payments on this
Permanent Global Note;
(5) any tax, assessment or other governmental
charge that would not have been imposed but for a
failure to comply with applicable certification,
information or other reporting requirements concerning
the nationality, residence, identity or connection with
the United States of the holder or Owner of this
Permanent Global Note if, without regard to any tax
treaty, such compliance is required by statute or
regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
(6) any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from
a payment on this Permanent Global Note, if such
payment can be made without such withholding by any
other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental
charge that would not have been so imposed but for the
Owner being or having been a person within a country
with respect to which the United States Treasury
Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code"), on or before the Original Issue
Date specified above that payments of interest to
persons within such country are not subject to the
repeal of the United States withholding tax provided
for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3),
(4), (5), (6) or (7), above;
nor shall Additional Amounts be paid to any holder on behalf
of any Owner who is a fiduciary or partnership or other than
the sole Owner of this Permanent Global Note to the extent
that a beneficiary or settlor with respect to such fiduciary,
a member of such partnership or the Owner would not have been
entitled to payment of the Additional Amount had such
beneficiary, settlor, member or Owner been the sole Owner of
this Permanent Global Note. The term "United States Alien"
<PAGE> 10
means any person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes, a
foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Permanent Global Note is redeemable at the
option of the Company (other than as a result of the Company
being obliged to pay Additional Amounts as provided above),
the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified above, of the principal
amount of this Permanent Global 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.
Except as described below, this Permanent Global 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
<PAGE> 11
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 the interest
rate in effect from the Original Issue Date to the Initial
Interest Rate Reset Date shall be the Initial Interest Rate
specified above. If any Interest Rate Reset Date would
otherwise be a day that is not a Business Day, such Interest
Rate 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"), CMT Rate,
Commercial Paper Rate, Federal Funds Rate and Prime Rate will
be the second Business Day preceding the Interest Rate 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> 12
dollar amounts used in or resulting from such calculation on the
Senior 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 banking
institutions in the City of London or in Luxembourg are authorized
or required by law, regulation 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 banking institutions in the City of London are authorized
or required by law, regulation 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 $1,000,000; 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> 13
Determination of CMT Rate. The CMT Rate means, with respect
to any Interest Determination Date (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on
the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT Rate Interest
Determination Date, then the CMT Rate shall be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
Interest Rate Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United
State Department of the Treasury that the Calculation Agent, after
consultation with the Company, determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent, after consultation with the
Company, (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining
<PAGE> 14
term to maturity of not less than such Designated CMT Maturity
Index minus one year. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for such CMT
Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Company, and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury notes with an original
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100 million. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are not
quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face hereof
(or any other page as may replace such page on that service for
the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified
on the face hereof, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) having the Index Maturity specified on the
face hereof with respect to which the CMT Rate will be calculated.
If no such Index Maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate. The Commercial Paper
Rate means, with respect to any Interest Determination Date (a
<PAGE> 15
"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
<PAGE> 16
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
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 (unless such
rate is superseded by a corrected rate before 12:00 noon,
London time, in which case such corrected rate shall be the
applicable rate), 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
<PAGE> 17
of 11:00 A.M. London time (unless such rate is superseded by
a corrected rate before 12:00 noon, London time, in which
case such corrected rate shall be the applicable rate), on
that LIBOR Interest Determination Date. If LIBOR cannot be
determined under clause (a) or (b) of this paragraph (i), 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 paragraph (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under paragraph (i)
above, the Calculation Agent will request that the London
offices of four major banks in London selected by the
Calculation Agent, after consultation with the Company,
provide such Calculation Agent with 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. 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 as requested, 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.
<PAGE> 18
"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 (or such
other service as may be nominated by the British Bankers'
Association as the information vendor for the purposes of
displaying British Bankers' Association interest settlement rates)
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:
(i) LIBID will be determined on the basis of the bid
rates quoted to prime banks in the London interbank market at
approximately 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
Calculation 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
<PAGE> 19
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 Calculation 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.
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
<PAGE> 20
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 Interest Determination Date will be the Treasury Rate
then in effect on such Treasury 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 Permanent Global 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.
<PAGE> 21
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 Rate Reset Date. All calculations
made by the Calculation Agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Company
and the owners of beneficial interests in this Permanent Global
Note.
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 Permanent Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Permanent Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
<PAGE> 22
notation of such consent or waiver is made upon this Permanent
Global Note.
No reference herein to the Indenture and no provision of this
Permanent Global 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
Permanent Global Note at the time, place, and rate, and in the
currency, currency unit or composite currency, prescribed herein
and in the Indenture.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Permanent Global Note as the absolute
owner of such Permanent Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Permanent Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Permanent Global
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 Permanent Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
This Permanent Global Note may be transferred by delivery;
provided, however, that this Permanent Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
<PAGE> 23
operator of Euroclear or Cedel or to a nominee of such a
depository.
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 Permanent Global 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.
Bankers Trust Company, as Trustee or Bankers Trust Company,
as Trustee
By: The Chase Manhattan
Bank, N.A.,
as Authenticating Agent
By:_________________________ By:_________________________
Authorized Officer Authorized Officer
<PAGE> 24
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- -------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 25
Schedule B
SCHEDULE OF EXCHANGES OF A PERMANENT GLOBAL NOTE
AND FOR DEFINITIVE NOTES IN BEARER FORM
The following increases of this Permanent Global Note or exchanges of the
whole of this Permanent Global Note for definitive Notes in bearer
form have been made:
Increase in
principal
amount of
this Entire
Permanent principal
Global Note amount of
due to this
exchanges Permanent
of a Global Note
Temporary exchanged Notation
Global Note for made by or
Date of for this definitive on behalf
exchange Permanent Notes in of the
Global Note Bearer form Company
- -------- ------------- ----------- ---------
51470
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR INTERESTS IN
DEFINITIVE NOTES IN BEARER FORM, THIS PERMANENT GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS PERMANENT GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No.FXR U.S.$
PERMANENT GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
____________________ _______________% _________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ ____________________
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
__________________ ___________________ ___________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
_____________________ Yes o No o Yes o No o
ISSUE PRICE: OTHER PROVISIONS:
________________ _________________
<PAGE> 2
The Subordinated Medium-Term Notes, Series B represented by this
Permanent Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Permanent Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Permanent Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Permanent Global
Note, 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,
semiannually on __________ and __________ (each an "Interest
Payment Date") in each year commencing on the first Interest
Payment Date next succeeding the Original Issue Date specified
above 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) in each case to the bearer of this Permanent Global Note.
Interest on this Permanent Global 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 or any Maturity Date will,
subject to certain exceptions, be paid upon presentation and, at
<PAGE> 3
maturity, surrender of this Permanent Global Note at the principal
office of any of the Paying Agents (as defined below). Upon
payment of interest on this Permanent Global Note, the Principal
Paying Agent (as defined below) shall cause Schedule A of this
Permanent Global Note to be endorsed to reflect any such payment.
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 London or in Luxembourg are authorized or required by law,
regulation or executive order to close and "London Banking Day"
means any day other than a Saturday, Sunday, legal holiday or other
day on which banking institutions in the City of London are
authorized or required by law, regulation or executive order to
close.
Payment of the principal of, premium, if any, and interest due
on this Permanent Global Note will be made in immediately available
funds upon presentation of this Permanent Global Note at the
designated office or agency of the Paying Agents (as defined below)
by credit or transfer to an account with a bank in Europe. No
payment with respect to this Permanent Global Note will be made at
any office or agency maintained by the Company in the United States
nor will any such payment be made by transfer to an account, or by
mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this Permanent
Global Note will be made in U.S. dollars at the principal office of
The Chase Manhattan Bank, N.A. (the "Bank") in The City of New York
where at any particular time its corporate trust business shall be
administered if payment of the full amount thereof in U.S. dollars
at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar
restrictions.
Interest on and principal of this Permanent Global Note due
on the Interest Payment Dates and at any Maturity Date, as the
case may be, will be paid without discrimination as to nationality
or domicile of the Holder of this Permanent Global Note and
without requiring the presentation of an affidavit of any kind or
the fulfillment of any other formality, except as may be
prescribed by applicable laws or regulations in the country in
which such payment is made and except as provided in this
Permanent Global Note.
The Notes represented by this Permanent Global Note were
originally represented by a Temporary Global Note. Unless such
Temporary Global Note was exchanged in whole on the issue hereof,
such Temporary Global Note may be further exchanged, on the terms
<PAGE> 4
and conditions set out therein, for this Permanent Global Note. If
any such exchange occurs following the issue hereof, the Company or
its agent shall endorse Schedule B hereto to reflect the increase
in the aggregate principal amount of this Permanent Global Note due
to each such exchange, whereupon the principal amount hereof shall
be increased for all purposes by the amount so exchanged and
endorsed.
Interests in this Permanent Global Note will be transferable
in accordance with the rules and procedures for the time being of
Euroclear or Cedel.
This Permanent Global Note may be exchanged, in whole but not
in part (free of charge), for security-printed definitive Notes in
bearer form in denominations of U.S.$5,000 and U.S.$100,000 each.
Subject as aforesaid and to at least 60 days written notice
expiring at least 30 days after the Exchange Date (as defined
below) being given to the Principal Paying Agent by Euroclear or
Cedel, such exchange will be made upon presentation of this
Permanent Global Note by the bearer hereof on any London Banking
Day. The aggregate principal amount of definitive Notes in bearer
form issued upon an exchange of this Permanent Global Note will be
equal to the aggregate principal amount of this Permanent Global
Note, as adjusted, as shown in Schedule B hereto. On an exchange
of the whole of this Permanent Global Note, this Permanent Global
Note shall be surrendered to the Principal Paying Agent (as defined
below). As used herein, "Exchange Date" means the date which is the
later of (i) 40 calendar days after the Original Issue Date or (ii)
the date of completion of the distribution of the Notes represented
by this Permanent Global Note as certified by the relevant selling
agent to the Trustee or the Principal Paying Agent.
The bearer hereof shall in all respects (except as otherwise
provided herein) be entitled to the same benefits under the
Indenture as if it were the bearer of a duly authenticated and
delivered definitive Note in bearer form.
This Subordinated Medium-Term Note, Series B 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 Amended and Restated Indenture, dated as of September 1,
1993 (as so amended, 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
<PAGE> 5
Medium-Term Notes, Series B (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 Bank acting through its corporate trust office at Woolgate
House, Coleman Street, London EC2P 2HD (the "Principal Paying
Agent"), and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg are initial paying agents for the payment of
interest and principal of the Subordinated Medium-Term Notes
(each, along with any other paying agents from time to time duly
appointed by the Company in accordance with the provisions of the
Indenture, a "Paying Agent"); and the Bank acting through its
corporate trust office in London 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 Permanent Global Note is not subject to any sinking
fund.
This Permanent Global 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 Permanent Global 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
Permanent Global 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 Permanent Global Note to be repaid in whole
or in part at the option of the Holder hereof, this Permanent
Global Note must be received by the Paying and Authenticating
Agent at the principal corporate trust office of the Bank at its
office at Woolgate House, Coleman Street, London EC2P 2HD, or at
the office of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, 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
a Holder's Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
This Permanent Global 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"), except as
<PAGE> 6
provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Permanent Global Note may
not be redeemed at the option of the Company prior to the Stated
Maturity Date, except in the event the Company is required to pay
any Additional Amounts (as defined below) with respect to the
payment of principal and interest on this Permanent Global Note.
On and after the Initial Redemption Date, if any, this Permanent
Global 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
Permanent Global 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.
Unless otherwise indicated on the face hereof, this Permanent
Global Note will be subject to redemption as a whole but not in
part at the option of the Company, at a redemption price equal to
the principal amount hereof (or if this Permanent Global Note is
an Original Issue Discount Note at the Amortized Face Amount(as
defined below)) together with accrued and unpaid interest, if any,
to the date fixed for redemption, upon notice as described below,
if the Company determines that as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision
or taxing authority thereof or therein affecting taxation, or any
change in the application or official interpretation of such laws,
regulations or rulings, which change or amendment becomes
effective on or after the date hereof, the Company has or will
become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Permanent Global Note as described
below; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the
Company would be obliged to pay such Additional Amounts were a
payment in respect of this Permanent Global Note then due. The
Company will make its determination with respect to redemption as
soon as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to
redeem this Permanent Global Note, the Trustee will give notice to
the Holder hereof within 15 days after the date the Trustee is
notified of the Company's election to redeem this Permanent Global
Note or make additional payments as described above. Such notice
<PAGE> 7
will state the nature of the Company's election, the reasons for
and the nature of such determination and the last day by which
redemption may be made.
The Company will, subject to the limitations and exceptions
set forth below, pay to the Holder on behalf of an owner of a
beneficial interest (an "Owner") in this Permanent Global Note who
is a United States Alien (as hereinafter defined) such additional
amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any,
and interest, if any, on this Permanent Global Note, after
deduction or withholding for or on account of any present or
future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or
taxing authority thereof or therein, will not be less than the
amount provided for in this Permanent Global Note to be then due
and payable. However, the Company shall not be required to make
any such payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Owner (or between a fiduciary,
settlor or beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or between a member
or shareholder of such Owner, if such Owner is a partnership or
corporation) and the United States, including, without limitation,
such Owner (or such fiduciary, settlor, beneficiary, possessor,
member or shareholder) being or having been a citizen or resident
or treated as a resident thereof, or being or having been engaged
in a trade or business or present therein, or having or having had
a permanent establishment therein, or (ii) the presentation of
this Permanent Global Note for payment on a date more than 15 days
after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever
occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental
charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United
States, (ii) as a corporation that accumulates
<PAGE> 8
earnings to avoid United States income taxes, (iii) as a
controlled foreign corporation with respect to the United States,
(iv) as the owner, actually or constructively, of 10% or more of
the total combined voting power of all classes of stock of the
Company entitled to vote, or (v) as a bank that acquires a Note as
an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Permanent Global Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements
concerning the nationality, residence, identity or connection with
the United States of the holder or Owner of this Permanent Global
Note if, without regard to any tax treaty, such compliance is
required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Permanent
Global Note, if such payment can be made without such withholding
by any other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Owner being or having been a
person within a country with respect to which the United States
Treasury Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as amended (the
"Code"), on or before the Original Issue Date specified above that
payments of interest to persons within such country are not
subject to the repeal of the United States withholding tax
provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of
any Owner who is a fiduciary or partnership or other than the sole
Owner of this Permanent Global Note to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of
<PAGE> 9
such partnership or the Owner would not have been entitled to
payment of the Additional Amount had such beneficiary, settlor,
member or Owner been the sole Owner of this Permanent Global Note.
The term "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a
foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or
a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Permanent Global Note is redeemable at the option of
the Company (other than as a result of the Company being obliged
to pay Additional Amounts as provided above), the "Redemption
Price" shall initially be the Initial Redemption Percentage,
specified above, of the principal amount of this Permanent Global
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 Permanent Global 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
<PAGE> 10
Permanent Global 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
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 Permanent Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Permanent Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Permanent
Global Note.
No reference herein to the Indenture and no provision of this
Permanent Global 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
Permanent Global 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 Permanent Global Note is issued
subject to such provisions and each holder of this Permanent
<PAGE> 11
Global 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.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Permanent Global Note as the absolute
owner of such Permanent Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Permanent Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Permanent Global
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.
All terms used in this Permanent Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
<PAGE> 12
This Permanent Global Note may be transferred by delivery;
provided, however, that this Permanent Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
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 Permanent Global 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> 13
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------ ------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 14
Schedule B
SCHEDULE OF EXCHANGES OF A PERMANENT GLOBAL NOTE
AND FOR DEFINITIVE NOTES IN BEARER FORM
The following increases of this Permanent Global Note or exchanges
of the whole of this Permanent Global Note for definitive Notes in
bearer form have been made:
Increase in
principal
amount of
this Entire
Permanent principal
Global Note amount of
due to this
exchanges Permanent
of a Global Note
Temporary exchanged Notation
Global Note for made by or
Date of for this definitive on behalf
exchange Permanent Notes in of the
Global Note Bearer form Company
- -------- ----------- ----------- ----------
51293
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR INTERESTS IN
DEFINITIVE NOTES IN BEARER FORM, THIS PERMANENT GLOBAL 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 SUCCESSOR DEPOSITORY.
THIS PERMANENT GLOBAL NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY
ANY UNITED STATES FEDERAL AGENCY.
ISIN:
BEARER BEARER
No. FLR U.S.$
PERMANENT GLOBAL NOTE
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ _______________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ _______________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ _______________________
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
____________________ _____________________ ______________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ ______________________
<PAGE> 2
HOLDER'S OPTIONAL CALCULATION AGENT: LISTING ON LUXEMBOURG
REPAYMENT DATE(S): STOCK EXCHANGE:
____________________ _________________ Yes o No o
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
Reuters o
___________________ Yes o No o Telerate o
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ __________________ __________________
The Subordinated Medium-Term Notes, Series B represented by this
Permanent Global Note are listed on The Luxembourg Stock Exchange
if so specified above.
This Permanent Global Note is to be held by the London office
of The Chase Manhattan Bank, N.A. as common depository (the
"Common Depository") for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear") and Cedel Bank S.A. ("Cedel") on behalf of account
holders which have beneficial interests in the Notes represented
by this Permanent Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Permanent
Global Note, 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 Rate
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 prin
cipal 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
<PAGE> 3
respect to the principal repayable on such date) in each case
to the bearer of this Permanent Global Note; provided,
however, 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 that 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 Permanent Global 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 Permanent
Global Note on any Interest Payment Date or Maturity 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 or
any Maturity Date, as the case may be. The interest so pay
able, and punctually paid or duly provided for, on any
Interest Payment Date or any Maturity Date will, subject to
certain exceptions, be paid upon presentation and, at
maturity, surrender of this Permanent Global Note at the
principal office of any of the Paying Agents (as defined
below). Upon payment of interest on this Permanent Global
Note, the Principal Paying Agent (as defined below) shall
cause Schedule A of this Permanent Global Note to be endorsed
to reflect any such payment.
Payment of the principal of, premium, if any, and
interest due on this Permanent Global Note will be made in
immediately available funds upon presentation of this
Permanent Global Note at the designated office or agency of
the Paying Agents (as defined below) by credit or transfer to
an account with a bank in Europe. No payment with respect to
this Permanent Global Note will be made at any office or
agency maintained by the Company in the United States nor will
any such payment be made by transfer to an account, or by mail
to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this
Permanent Global Note will be made in U.S. dollars at the
principal office of The Chase Manhattan Bank, N.A. (the
"Bank") in The City of New York where at any particular time
its corporate trust business shall be administered if payment
<PAGE> 4
of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions.
Interest on and principal of this Permanent Global Note
due on the Interest Payment Dates and at any Maturity Date, as
the case may be, will be paid without discrimination as to
nationality or domicile of the Holder of this Permanent Global
Note and without requiring the presentation of an affidavit of
any kind or the fulfillment of any other formality, except as
may be prescribed by applicable laws or regulations in the
country in which such payment is made and except as provided
in this Permanent Global Note.
The Notes represented by this Permanent Global Note were
originally represented by a Temporary Global Note. Unless such
Temporary Global Note was exchanged in whole on the issue hereof,
such Temporary Global Note may be further exchanged, on the terms
and conditions set out therein, for this Permanent Global Note. If
any such exchange occurs following the issue hereof, the Company or
its agent shall endorse Schedule B hereto to reflect the increase
in the aggregate principal amount of this Permanent Global Note due
to each such exchange, whereupon the principal amount hereof shall
be increased for all purposes by the amount so exchanged and
endorsed.
Interests in this Permanent Global Note will be transferable
in accordance with the rules and procedures for the time being of
Euroclear or Cedel.
This Permanent Global Note may be exchanged, in whole but not
in part (free of charge), for security-printed definitive Notes in
bearer form in denominations of U.S.$5,000 and U.S.$100,000 each.
Subject as aforesaid and to at least 60 days written notice
expiring at least 30 days after the Exchange Date (as defined
below) being given to the Principal Paying Agent by Euroclear or
Cedel, such exchange will be made upon presentation of this
Permanent Global Note by the bearer hereof on any London Banking
Day (as defined below). The aggregate principal amount of
definitive Notes in bearer form issued upon an exchange of this
Permanent Global Note will be equal to the aggregate principal
amount of this Permanent Global Note, as adjusted, as shown in
Schedule B hereto. On an exchange of the whole of this Permanent
Global Note, this Permanent Global Note shall be surrendered to the
Principal Paying Agent (as defined below). As used herein,
"Exchange Date" means the date which is the later of (i) 40
calendar days after the Original Issue Date or (ii) the date of
<PAGE> 5
completion of the distribution of the Notes represented by this
Permanent Global Note as certified by the relevant selling agent to
the Trustee or the Principal Paying Agent.
The bearer hereof shall in all respects (except as
otherwise provided herein) be entitled to the same benefits
under the Indenture as if it were the bearer of a duly
authenticated and delivered definitive Note in bearer form.
This Subordinated Medium-Term Note, Series B 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 Amended and Restated Indenture,
dated as of September 1, 1993 (as so amended, 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 B (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 Bank acting through its
corporate trust office at Woolgate House, Coleman Street,
London EC2P 2HD (the "Principal Paying Agent"), and Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg are the initial paying agents for the payment of
interest and principal of the Subordinated Medium-Term Notes
(each, along with any other paying agents from time to time
duly appointed by the Company in accordance with the
provisions of the Indenture, a "Paying Agent"); and the Bank
acting through its corporate trust office in London 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 Permanent Global Note is not subject to any sinking
fund.
This Permanent Global 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 Permanent Global
Note may not be so repaid at the option of the Holder hereof
<PAGE> 6
prior to the Stated Maturity Date. On any Holder's Optional
Repayment Date, this Permanent Global 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 Permanent
Global Note to be repaid in whole or in part at the option of
the Holder hereof, this Permanent Global Note must be received
by the Paying and Authenticating Agent at the principal
corporate trust office of the Bank at its office at Woolgate
House, Coleman Street, London EC2P 2HD, or at the office of
Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, 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 a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Permanent Global 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"), except
as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Permanent Global Note
may not be redeemed at the option of the Company prior to the
Stated Maturity Date, except in the event the Company is
required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this
Permanent Global Note. On and after the Initial Redemption
Date, if any, this Permanent Global 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 Permanent Global 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.
Unless otherwise indicated on the face hereof, this
Permanent Global Note will be subject to redemption as a whole
but not in part at the option of the Company, at a redemption
price equal to the principal amount hereof (or if this
Permanent Global Note is an Original Issue Discount Note at
<PAGE> 7
the Amortized Face Amount (as defined below)) together with
accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company
determines that as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting
taxation, or any change in the application or official
interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date
hereof, the Company has or will become obligated to pay
Additional Amounts (as hereinafter defined) with respect to
this Permanent Global Note as described below; provided that
no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts were a payment in
respect of this Permanent Global Note then due. The Company
will make its determination with respect to redemption as soon
as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected
to redeem this Permanent Global Note, the Trustee will give
notice to the Holder hereof within 15 days after the date the
Trustee is notified of the Company's election to redeem this
Permanent Global Note or make additional payments as described
above. Such notice will state the nature of the Company's
election, the reasons for and the nature of such determination
and the last day by which redemption may be made.
The Company will, subject to the limitations and
exceptions set forth below, pay to the holder on behalf of an
owner of a beneficial interest (an "Owner") in this Permanent
Global Note who is a United States Alien (as hereinafter
defined) such additional amounts (the "Additional Amounts") as
may be necessary so that every net payment to such Owner of
principal and premium, if any, and interest, if any, on this
Permanent Global Note, after deduction or withholding for or
on account of any present or future tax, assessment of other
governmental charge imposed upon such Owner, or by reason of
the making of such net or additional payment, by the United
States, or any political subdivision or taxing authority
thereof or therein, will not be less than the amount provided
for in this Permanent Global Note to be then due and payable.
However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
<PAGE> 8
(1) any tax, assessment or other governmental
charge which would not have been imposed but for
(i) the existence of any present or former connection
between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such
Owner, if such Owner is an estate or a trust, or
between a member or shareholder of such Owner, if such
Owner is a partnership or corporation) and the United
States, including, without limitation, such Owner (or
such fiduciary, settlor, beneficiary, possessor, member
or shareholder) being or having been a citizen or
resident or treated as a resident thereof, or being or
having been engaged in a trade or business or present
therein, or having or having had a permanent
establishment therein, or (ii) the presentation of this
Permanent Global Note for payment on a date more than
15 days after the date on which such payment became due
and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales,
transfer, personal property or any similar tax,
assessment or other governmental charge;
(3) any tax, assessment or other governmental
charge imposed by reason of such Owner's past or
present status (i) as a private foundation or other tax
exempt organization or a domestic or foreign personal
holding company with respect to the United States,
(ii) as a corporation that accumulates earnings to
avoid United States income taxes, (iii) as a controlled
foreign corporation with respect to the United States,
(iv) as the owner, actually or constructively, of 10%
or more of the total combined voting power of all
classes of stock of the Company entitled to vote, or
(v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into
in the ordinary course of its trade or business;
(4) any tax, assessment or other governmental
charge which is payable primarily otherwise than by
deduction or withholding from payments on this
Permanent Global Note;
(5) any tax, assessment or other governmental
charge that would not have been imposed but for a
failure to comply with applicable certification,
<PAGE> 9
information or other reporting requirements concerning
the nationality, residence, identity or connection with
the United States of the holder or Owner of this
Permanent Global Note if, without regard to any tax
treaty, such compliance is required by statute or
regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
(6) any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from
a payment on this Permanent Global Note, if such
payment can be made without such withholding by any
other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental
charge that would not have been so imposed but for the
Owner being or having been a person within a country
with respect to which the United States Treasury
Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code"), on or before the Original Issue
Date specified above that payments of interest to
persons within such country are not subject to the
repeal of the United States withholding tax provided
for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3),
(4), (5), (6) or (7), above;
nor shall Additional Amounts be paid to any holder on behalf
of any Owner who is a fiduciary or partnership or other than
the sole Owner of this Permanent Global Note to the extent
that a beneficiary or settlor with respect to such fiduciary,
a member of such partnership or the Owner would not have been
entitled to payment of the Additional Amount had such
beneficiary, settlor, member or Owner been the sole Owner of
this Permanent Global Note. The term "United States Alien"
means any person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes, a
foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
<PAGE> 10
Except as specifically provided above, 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 given as specified in the
Indenture not more than 60 nor less than 30 days prior to the
Redemption Date.
If this Permanent Global Note is redeemable at the
option of the Company (other than as a result of the Company
being obliged to pay Additional Amounts as provided above),
the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified above, of the principal
amount of this Permanent Global 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 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 Permanent Global 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 the interest
<PAGE> 11
rate in effect from the Original Issue Date to the Initial
Interest Rate Reset Date shall be the Initial Interest Rate
specified above. If any Interest Rate Reset Date would
otherwise be a day that is not a Business Day, such Interest
Rate 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"), CMT Rate,
Commercial Paper Rate, Federal Funds Rate and Prime Rate will
be the second Business Day preceding the Interest Rate 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
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 banking
institutions in the City of London or in Luxembourg are authorized
or required by law, regulation or executive order to close, or
<PAGE> 12
(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 banking institutions in the City of London are authorized
or required by law, regulation 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 CMT Rate. The CMT Rate means, with respect
to any Interest Determination Date (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT
<PAGE> 13
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on
the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT Rate Interest
Determination Date, then the CMT Rate shall be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
Interest Rate Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United
State Department of the Treasury that the Calculation Agent, after
consultation with the Company, determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent, after consultation with the
Company, (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity
Index minus one year. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for such CMT
Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City
<PAGE> 14
of New York (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Company, and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury notes with an original
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100 million. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are not
quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face hereof
(or any other page as may replace such page on that service for
the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified
on the face hereof, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) having the Index Maturity specified on the
face hereof with respect to which the CMT Rate will be calculated.
If no such Index Maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
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
<PAGE> 15
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
heading "Federal Funds/Effective Rate". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
<PAGE> 16
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 (unless such
rate is superseded by a corrected rate before 12:00 noon,
London time, in which case such corrected rate shall be the
applicable rate), 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 (unless such rate is superseded by
a corrected rate before 12:00 noon, London time, in which
case such corrected rate shall be the applicable rate), on
that LIBOR Interest Determination Date. If LIBOR cannot be
determined under clause (a) or (b) of this paragraph (i), 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 paragraph (ii) below.
<PAGE> 17
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under paragraph (i)
above, the Calculation Agent will request that the London
offices of four major banks in London selected by the
Calculation Agent, after consultation with the Company,
provide such Calculation Agent with 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. 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 as requested, 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 (or such
other service as may be nominated by the British Bankers'
Association as the information vendor for the purposes of
<PAGE> 18
displaying British Bankers' Association interest settlement rates)
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:
(i) LIBID will be determined on the basis of the bid
rates quoted to prime banks in the London interbank market at
approximately 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
Calculation 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 Calculation 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
<PAGE> 19
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.
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
<PAGE> 20
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 Interest Determination Date will be the Treasury Rate
then in effect on such Treasury 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 Permanent Global 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 Rate Reset Date. All calculations
made by the Calculation Agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Company
and the owners of beneficial interests in this Permanent Global
Note.
<PAGE> 21
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
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 Permanent Global
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Permanent Global Note and of any Note
issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Permanent
Global Note.
No reference herein to the Indenture and no provision of this
Permanent Global 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
Permanent Global Note at the time, place, and rate, and in the
<PAGE> 22
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 Permanent Global Note is issued
subject to such provisions and each holder of this Permanent
Global 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.
The Company, the Trustee and the Paying Agents may deem and
treat the bearer of this Permanent Global Note as the absolute
owner of such Permanent Global Note for the purpose of receiving
payment herefor, or on account herefor, and for all purposes,
whether or not this Permanent Global Note be overdue and
notwithstanding any notation of ownership or other writing hereon,
and neither the Company, the Trustee nor the Paying Agents 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 Permanent Global
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.
<PAGE> 23
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 Permanent Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
This Permanent Global Note may be transferred by delivery;
provided, however, that this Permanent Global Note may be
transferred only to a common depository outside the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or to a nominee of such a
depository.
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 Permanent Global Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE> 24
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> 25
Schedule A
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ------------ ------- --------- ------------- -------------
First _________ ____________ _____________ _______________
Second _________ ____________ _____________ _______________
Third _________ ____________ _____________ _______________
Fourth _________ ____________ _____________ _______________
Fifth _________ ____________ _____________ _______________
Sixth _________ ____________ _____________ _______________
Seventh _________ ____________ _____________ _______________
Eighth _________ ____________ _____________ _______________
Ninth _________ ____________ _____________ _______________
Tenth _________ ____________ _____________ _______________
Eleventh _________ ____________ _____________ _______________
Twelfth _________ ____________ _____________ _______________
Thirteenth _________ ____________ _____________ _______________
Fourteenth _________ ____________ _____________ _______________
Fifteenth _________ ____________ _____________ _______________
Sixteenth _________ ____________ _____________ _______________
Seventeenth _________ ____________ _____________ _______________
Eighteenth _________ ____________ _____________ _______________
Nineteenth _________ ____________ _____________ _______________
Twentieth _________ ____________ _____________ _______________
<PAGE> 26
Schedule B
SCHEDULE OF EXCHANGES OF A PERMANENT GLOBAL NOTE
AND FOR DEFINITIVE NOTES IN BEARER FORM
The following increases of this Permanent Global Note or exchanges
of the whole of this Permanent Global Note for definitive Notes in
bearer form have been made:
Increase in
principal
amount of
this Entire
Permanent principal
Global Note amount of
due to this
exchanges Permanent
of a Global Note
Temporary exchanged Notation
Global Note for made by or
Date of for this definitive on behalf
exchange Permanent Notes in of the
Global Note Bearer form Company
_______ ___________ ___________ __________
51495
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY ANY UNITED STATES
FEDERAL AGENCY.
ISIN:
BEARER BEARER
No.FXR U.S.$
DEFINITIVE NOTE IN BEARER FORM
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
____________________ __________________% ___________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ ___________________
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ ___________________ ___________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
____________________ Yes o No o Yes o No o
ISSUE PRICE: OTHER PROVISIONS:
____________________ _________________
The Senior Medium-Term Notes, Series B (the "Notes") of which this
Definitive Note in bearer form is one are listed on The Luxembourg
Stock Exchange if so specified above.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Note, the principal
sum of ____________________ DOLLARS on the Stated Maturity Date
<PAGE> 2
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, semiannually on
__________ and __________ (each an "Interest Payment Date") in
each year commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, to the bearer
of the coupon appertaining hereto 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) to the bearer of this Note. 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
or the Maturity Date will, subject to certain exceptions, be paid
upon presentation and surrender of the coupons attached hereto or,
at maturity, surrender of this Note at the principal office of any
of the Paying Agents (as defined 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 London or in Luxembourg are authorized or required by law,
regulation or executive order to close.
Payment of the principal of, and premium, if any, of this Note
will be made in immediately available funds, upon presentation of
this Note, and payment of interest due on this Note will be made in
immediately available funds, upon presentation of the appropriate
coupon attached hereto, at the designated office or agency of the
Paying Agents (as defined below) by credit or transfer to an
account with a bank in Europe. No payment with respect to this
Note will be made at any office or agency maintained by the Company
<PAGE> 3
in the United States nor will any such payment be made by transfer
to an account, or by mail to an address, in the United States.
Notwithstanding the foregoing, payments of principal and interest
on this Note will be made in U.S. dollars at the principal office
of The Chase Manhattan Bank, N.A. (the "Bank") in The City of New
York where at any particular time its corporate trust business
shall be administered if payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other
similar restrictions.
Interest on and principal of this Note due on the Interest
Payment Dates and at any Maturity Date, as the case may be, will
be paid without discrimination as to nationality or domicile of
the Holder of this Note or coupons attached hereto and without
requiring the presentation of an affidavit of any kind or the
fulfillment of any other formality, except as may be prescribed by
applicable laws or regulations in the country in which such
payment is made and except as provided in this Note.
This Senior Medium-Term Note, Series B 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 a Second
Supplemental Indenture, dated as of May 1, 1991, (as so amended
and 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 B (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 Bank acting
through its corporate trust office at Woolgate House, Coleman
Street, London EC2P 2HD (the "Principal Paying Agent"), and Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg
are initial paying agents for the payment of interest and
principal of the Senior Medium-Term Notes (each, along with any
other paying agents from time to time duly appointed by the
Company in accordance with the provisions of the Indenture, a
"Paying Agent"); and the Bank acting through its corporate trust
office in London 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
<PAGE> 4
vary in such other ways as are provided in the Indenture, and the
terms of which are specified in the applicable pricing supplement
relating thereto.
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 $5,000 (provided that any remaining
principal hereof shall be at least $5,000) 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
together with any coupons appertaining hereto by the Paying and
Authenticating Agent at the principal corporate trust office of
the Bank at its office at Woolgate House, Coleman Street, London
EC2P 2HD, or at the office of Chase Manhattan Bank Luxembourg
S.A., 5 Rue Plaetis, L-2338 Luxembourg, 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 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"), except as provided in the next
succeeding paragraph. 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, except in the event the Company
is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. 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 $5,000 (provided that any remaining principal hereof
shall be at least $5,000) 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.
<PAGE> 5
Unless otherwise indicated on the face hereof, this Note will
be subject to redemption as a whole but not in part at the option
of the Company, at a redemption price equal to the principal
amount hereof (or if this Note is an Original Issue Discount Note
at the Amortized Face Amount(as defined below)) together with
accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company
determines that as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the
United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in the
application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or
after the date hereof, the Company has or will become obligated to
pay Additional Amounts (as hereinafter defined) with respect to
this Note as described below; provided that no such notice of
redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such
Additional Amounts were a payment in respect of this Note then
due. The Company will make its determination with respect to
redemption as soon as practicable after it becomes aware of an
event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an
Officer's Certificate with respect thereto. If the Company has
elected to redeem this Note, the Trustee will give notice to the
Holder hereof within 15 days after the date the Trustee is
notified of the Company's election to redeem this Note or make
additional payments as described above. Such notice will state
the nature of the Company's election, the reasons for and the
nature of such determination and the last day by which redemption
may be made.
The Company will, subject to the limitations and exceptions
set forth below, pay to the Holder hereof or of any coupon
appertaining hereto, who is a United States Alien (as hereinafter
defined) such additional amounts (the "Additional Amounts") as may
be necessary so that every net payment to such Holder of principal
and premium, if any, and interest, if any, on this Note, after
deduction or withholding for or on account of any present or
future tax, assessment of other governmental charge imposed upon
such Holder, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or
taxing authority thereof or therein, will not be less than the
amount provided for in this Note to be then due and payable.
However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
<PAGE> 6
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Holder (or between a fiduciary,
settlor or beneficiary of, or possessor of a power over, such
Holder, if such Holder is an estate or a trust, or between a
member or shareholder of such Holder, if such Holder is a
partnership or corporation) and the United States, including,
without limitation, such Holder (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having
been a citizen or resident or treated as a resident thereof, or
being or having been engaged in a trade or business or present
therein, or having or having had a permanent establishment
therein, or (ii) the presentation of this Note or any coupon
appertaining hereto for payment on a date more than 15 days after
the date on which such payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs
later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental
charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Holder's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United
States, (ii) as a corporation that accumulates earnings to avoid
United States income taxes, (iii) as a controlled foreign
corporation with respect to the United States, (iv) as the owner,
actually or constructively, of 10% or more of the total combined
voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements
concerning the nationality, residence, identity or connection with
the United States of the Holder of this Note if, without regard to
any tax treaty, such compliance is
<PAGE> 7
required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Note, if
such payment can be made without such withholding by any other
Paying Agent of the Company outside the United States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Holder being or having been a
person within a country with respect to which the United States
Treasury Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as amended (the
"Code"), on or before the Original Issue Date specified above that
payments of interest to persons within such country are not
subject to the repeal of the United States withholding tax
provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any Holder who is a
fiduciary or partnership or other than the sole owner of this Note
or any coupon appertaining hereto to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such
partnership or the owner would not have been entitled to payment
of the Additional Amount had such beneficiary, settlor, member or
owner been the sole owner of this Note or coupon, as the case may
be. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership
one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or
trust.
Except as specifically provided above, 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> 8
Notices to the Holder of this Note with respect to redemption
as provided above will be given as specified in the Indenture 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
(other than as a result of the Company being obliged to pay
Additional Amounts as provided above), 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
<PAGE> 9
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 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 Company, the Trustee and the Paying Agents may deem and
treat the Holder of this Note or any coupons attached hereto as
the absolute owner of such Note or such coupon for the purpose of
receiving payment herefor, or on account herefor, and for all
purposes, whether or not this Note or any coupons attached hereto
be overdue and notwithstanding any notation of ownership or other
writing hereon, and neither the Company, the Trustee nor the
Paying Agents 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 any coupon
appertaining hereto, or for any claim based hereon or thereon or
otherwise in respect hereof or thereof, 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.
<PAGE> 10
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Note or any coupons attached hereto may be transferred
by delivery.
This Note is issued in denominations of U.S.$100,000 or U.S.
$5,000.
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, neither this Note nor any coupon appertaining hereto
shall be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
<PAGE> 11
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, as Trustee or Bankers Trust Company,
as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:________________________ By:______________________________
Authorized Officer Authorized Officer
<PAGE> 12
FORM OF COUPON
(Face of Coupon)
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
BEARER ISIN:
NO. FXR- BEARER
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
This coupon is payable to bearer (subject to Coupon for the
the terms and conditions endorsed on the Notes amount of
to which this coupon appertains, which shall be interest due on
binding upon the Holder of this coupon whether the Interest
or not it is for the time being attached to Payment Date
such Note) at the specified offices of the falling on [ ]
paying agents set out on the reverse hereof or [19[ ]/20[ ]]
any other or further offices as may from time $____________
to time be appointed and notified to the
noteholders.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed in facsimile.
THE CHASE MANHATTAN CORPORATION
By: ___________________
Name:
Title:
By: ___________________
Name:
Title:
<PAGE> 13
(Reverse of Coupon)
PAYING AGENTS
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338 Luxembourg
and/or such other or further paying agents and/or specified
offices as may from time to time be duly appointed by the Company
in accordance with the provisions of the Indenture.
51282
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF
THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY ANY UNITED STATES
FEDERAL AGENCY.
ISIN:
BEARER BEARER
No. FLR U.S.$
DEFINITIVE NOTE IN BEARER FORM
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ ____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ ____________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ _____________________
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
____________________ _____________________ _____________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ _____________________
HOLDER'S OPTIONAL CALCULATION AGENT: LISTING ON LUXEMBOURG
REPAYMENT DATE(S): STOCK EXCHANGE:
____________________ ___________________ Yes o No o
<PAGE> 2
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
___________________ Yes o No o Reuters o
Telerate o
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ _____________________ ____________________
The Senior Medium-Term Notes, Series B (the "Notes") of which this
definitive Note in bearer form is one are listed on The Luxembourg Stock
Exchange if so specified above.
The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), for value received, hereby promises to pay to bearer upon
presentation and surrender of this Note, 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 Rate
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 to the bearer of the coupon appertaining hereto
with respect to such Interest Payment Date, 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) to the bearer of this
Note; provided, however, 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 that
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 or the Maturity Date will include interest
accrued from
<PAGE> 3
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 or the Maturity 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 upon
presentation and surrender of the coupons attached hereto or, at
maturity, surrender of this Note at the principal office of any of the
Paying Agents (as defined below).
Payment of the principal of, and premium, if any, of this Note
will be made in immediately available funds, upon presentation of this
Note, and payment of interest due on this Note will be made in
immediately available funds, upon presentation of the appropriate
coupon attached hereto, at the designated office or agency of the
Paying Agents (as defined below) by credit or transfer to an account
with a bank in Europe. No payment with respect to this Note will be
made at any office or agency maintained by the Company in the United
States nor will any such payment be made by transfer to an account, or
by mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this Note will be
made in U.S. dollars at the principal office of The Chase Manhattan
Bank, N.A. (the "Bank") in The City of New York where at any
particular time its corporate trust business shall be administered if
payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded
by exchange controls or other similar restrictions.
Interest on and principal of this Note due on the Interest
Payment Dates and at any Maturity Date, as the case may be, will be
paid without discrimination as to nationality or domicile of the
Holder of this Note or coupons attached hereto and without requiring
the presentation of an affidavit of any kind or the fulfillment of any
other formality, except as may be prescribed by applicable laws or
regulations in the country in which such payment is made and except as
provided in this Note.
This Senior Medium-Term Note, Series B 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 a Second Supplemental Indenture, dated as of May 1,
1991, (as so amended and 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 B (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 Bank acting through its
corporate trust office at
<PAGE> 4
Woolgate House, Coleman Street, London EC2P 2HD, (the "Principal Paying
Agent") and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg are initial paying agents for the payment of interest and
principal of the Senior Medium-Term Notes (each, along with any other
paying agents from time to time duly appointed by the Company in
accordance with the provisions of the Indenture, a "Paying Agent"); and
the Bank acting through its corporate trust office in London 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, and the terms of which are specified in the applicable pricing
supplement relating thereto.
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 $5,000 (provided that
any remaining principal hereof shall be at least $5,000) 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 together with any
coupons appertaining hereto by the Paying and Authenticating Agent at the
principal corporate trust office of the Bank at its office at Woolgate
House, Coleman Street, London EC2P 2HD, or at the office of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, 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 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"), except as provided in the next succeeding paragraph.
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,
except in the event the Company is required to pay any Additional Amounts
(as defined below) with respect to the payment of principal and interest
on this Note. 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 $5,000 (provided that any remaining principal hereof shall
be at least $5,000) 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
<PAGE> 5
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.
Unless otherwise indicated on the face hereof, this Note will be
subject to redemption as a whole but not in part at the option of the
Company, at a redemption price equal to the principal amount hereof (or
if this Note is an Original Issue Discount Note at the Amortized Face
Amount (as defined below)) together with accrued and unpaid interest, if
any, to the date fixed for redemption, upon notice as described below, if
the Company determines that as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the
United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in the application or
official interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date hereof, the
Company has or will become obligated to pay Additional Amounts (as
hereinafter defined) with respect to this Note as described below;
provided that no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company would be obligated
to pay such Additional Amounts were a payment in respect of this Note
then due. The Company will make its determination with respect to
redemption as soon as practicable after it becomes aware of an event that
might give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's Certificate with
respect thereto. If the Company has elected to redeem this Note, the
Trustee will give notice to the Holder hereof within 15 days after the
date the Trustee is notified of the Company's election to redeem this
Note or make additional payments as described above. Such notice will
state the nature of the Company's election, the reasons for and the
nature of such determination and the last day by which redemption may be
made.
The Company will, subject to the limitations and exceptions set
forth below, pay to the Holder hereof or of any coupon appertaining
hereto, who is a United States Alien (as hereinafter defined) such
additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Holder of principal and premium, if any, and
interest, if any, on this Note, after deduction or withholding for or on
account of any present or future tax, assessment of other governmental
charge imposed upon such Holder, or by reason of the making of such net
or additional payment, by the United States, or any political subdivision
or taxing authority thereof or therein, will not be less than the amount
provided for in this Note to be then due and payable. However, the
Company shall not be required to make any such payment of Additional
Amounts for or on account of:
(1) any tax, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any
present or former connection between such Holder (or between a
fiduciary, settlor or beneficiary of, or possessor of a power
<PAGE> 6
over, such Holder, if such Holder is an estate or a trust, or
between a member or shareholder of such Holder, if such Holder
is a partnership or corporation) and the United States,
including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, possessor, member or shareholder) being or
having been a citizen or resident or treated as a resident
thereof, or being or having been engaged in a trade or business
or present therein, or having or having had a permanent
establishment therein, or (ii) the presentation of this Note or
any coupon appertaining hereto for payment on a date more than
15 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or other
governmental charge;
(3) any tax, assessment or other governmental charge
imposed by reason of such Holder's past or present status (i) as
a private foundation or other tax exempt organization or a
domestic or foreign personal holding company with respect to the
United States, (ii) as a corporation that accumulates earnings
to avoid United States income taxes, (iii) as a controlled
foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the
total combined voting power of all classes of stock of the
Company entitled to vote, or (v) as a bank that acquires a Note
as an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which
is payable primarily otherwise than by deduction or withholding
from payments on this Note;
(5) any tax, assessment or other governmental charge that
would not have been imposed but for a failure to comply with
applicable certification, information or other reporting
requirements concerning the nationality, residence, identity or
connection with the United States of the Holder of this Note if,
without regard to any tax treaty, such compliance is required by
statute or regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
(6) any tax, assessment or other governmental charge
required to be withheld by any Paying Agent from a payment on
this Note, if such payment can be made without such withholding
by any other Paying Agent of the Company outside the United
States;
<PAGE> 7
(7) any tax, assessment or other governmental charge
that would not have been so imposed but for the Holder being or
having been a person within a country with respect to which the
United States Treasury Department has determined under Sections
871(h)(6) and 881(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code"), on or before the Original Issue Date
specified above that payments of interest to persons within such
country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of
the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6)
or (7), above;
nor shall Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole owner of this Note or any coupon
appertaining hereto to the extent that a beneficiary or settlor with
respect to such fiduciary, a member of such partnership or the owner
would not have been entitled to payment of the Additional Amount had such
beneficiary, settlor, member or owner been the sole owner of this Note or
coupon, as the case may be. The term "United States Alien" means any
person who, for United States federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or
more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 Holder of this Note with respect to redemption as
provided above will be given as specified in the Indenture 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 (other than
as a result of the Company being obliged to pay Additional Amounts as
provided above), 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
<PAGE> 8
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.
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 the interest rate in effect from the Original Issue
Date to the Initial Interest Rate Reset Date shall be the Initial
Interest Rate specified above. If any Interest Rate Reset Date would
otherwise be a day that is not a Business Day, such Interest Rate 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"), CMT Rate, Commercial Paper Rate, Federal
Funds Rate and Prime Rate will be the second Business Day preceding the
Interest Rate 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
<PAGE> 9
percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on the Senior 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 banking
institutions in the City of London or in Luxembourg are authorized or
required by law, regulation 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 banking
institutions in the City of London are authorized or required by law,
regulation 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 CMT Rate. The CMT Rate means, with respect to any
Interest Determination Date (a "CMT Rate Interest Determination Date"),
the rate displayed on the Designated CMT Telerate Page (as defined below)
under the caption "...Treasury Constant Maturities...Federal Reserve
Board Release H.15...Mondays Approximately 3:45 P.M.," under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated
<PAGE> 10
CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week, or the month, as applicable, ended immediately preceding the
week in which the related CMT Rate Interest Determination Date occurs.
If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CMT Rate Interest Determination Date, then the CMT
Rate shall be such treasury constant maturity rate for the Designated CMT
Maturity Index as published in the relevant H.15(519). If such rate is
no longer published, or if not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Rate Reset Date
as may then be published by either the Board of Governors of the Federal
Reserve System or the United State Department of the Treasury that the
Calculation Agent, after consultation with the Company, determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for the CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records,
by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent, after consultation with the Company, (from five such
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)),
for the most recently issued direct noncallable fixed rate obligations of
the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one
year. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury notes with an original maturity of the number of years that is
the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five) of such
Reference
<PAGE> 11
Dealers are quoting as described above, then the CMT Rate will be based
on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided
however, that if fewer than three Reference Dealers selected by the
Calculation Agent are not quoting as described herein, the CMT Rate will
be the CMT Rate in effect on such CMT Rate Interest Determination Date.
If two Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other
page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for
the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20,
or 30 years) having the Index Maturity specified on the face hereof with
respect to which the CMT Rate will be calculated. If no such Index
Maturity is specified on the face hereof, the Designated CMT Maturity
Index shall be 2 years.
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;
<PAGE> 12
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 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 Calculation Agent in
accordance with the following provisions:
<PAGE> 13
(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 (unless such rate is superseded by a corrected rate
before 12:00 noon, London time, in which case such corrected rate
shall be the applicable rate), 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 (unless such rate is superseded by a
corrected rate before 12:00 noon, London time, in which case such
corrected rate shall be the applicable rate), on that LIBOR Interest
Determination Date. If LIBOR cannot be determined under clause (a)
or (b) of this paragraph (i), 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 paragraph (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
LIBOR cannot be determined under paragraph (i) above, the Calculation
Agent will request that the London offices of four major banks in London
selected by the Calculation Agent, after consultation with the Company,
provide such Calculation Agent with 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. 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 as
requested, LIBOR will be LIBOR in effect on such LIBOR Interest
Determination Date.
<PAGE> 14
"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 (or such other service as may be nominated by the British
Bankers' Association as the information vendor for the purposes of
displaying British Bankers' Association interest settlement rates) 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:
(i) LIBID will be determined on the basis of the bid rates quoted
to prime banks in the London interbank market at approximately 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 Calculation 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.
<PAGE> 15
(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 Calculation
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.
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
<PAGE> 16
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 approximately
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 Interest Determination Date will be the Treasury Rate then in
effect on such Treasury 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 effective as of the
next Interest Rate Reset Date. All calculations made by the Calculation
Agent in the absence of manifest error shall be conclusive for all
purposes and binding on the Company and the Holder of this Note or any
coupons attached hereto.
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
<PAGE> 17
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 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 Company, the Trustee and the Paying Agents may deem and treat
the Holder of this Note or any coupons attached hereto as the absolute
owner of such Note or such coupon for the purpose of receiving payment
herefor, or on account herefor, and for all purposes, whether or not this
Note or any coupons attached hereto be overdue and notwithstanding any
notation of ownership or other writing hereon, and neither the Company,
the Trustee nor the Paying Agents 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 any coupons appertaining
hereto, or for any claim based hereon or thereon, or otherwise in respect
hereof or thereof, 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.
<PAGE> 18
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.
This Note or any coupons attached hereto may be transferred by
delivery.
This Note is issued in denominations of U.S.$100,000 or U.S.$5,000.
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, neither this Note nor any
coupon appertaining hereto shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
<PAGE> 19
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, as Trustee or Bankers Trust Company, as
Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:_________________________ By:_________________________
Authorized Officer Authorized Officer
<PAGE> 20
FORM OF COUPON
(Face of Coupon)
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF
THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.
BEARER ISIN:
NO. FLR- BEARER
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
This coupon is payable to bearer (subject to Coupon for the
the terms and conditions endorsed on the Notes amount of
to which this coupon appertains, which shall be interest due on
binding upon the Holder of this coupon whether the Interest
or not it is for the time being attached to Payment Date
such Note) at the specified offices of the falling on [ ]
paying agents set out on the reverse hereof or [19[ ]/20[ ]]
any other or further offices as may from time
to time be appointed and notified to the
noteholders.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed in facsimile.
THE CHASE MANHATTAN CORPORATION
By: ___________________
Name:
Title:
By: ___________________
Name:
Title:
<PAGE> 21
(Reverse of Coupon)
PAYING AGENTS
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338 Luxembourg
and/or such other or further paying agents and/or specified offices
as may from time to time be duly appointed by the Company in
accordance with the provisions of the Indenture.
51573
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY ANY UNITED STATES
FEDERAL AGENCY.
ISIN:
BEARER BEARER
No.FXR U.S.$
DEFINITIVE NOTE IN BEARER FORM
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
____________________ __________________% ___________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ ___________________
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ ___________________ ___________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
____________________ Yes o No o Yes o No o
ISSUE PRICE: OTHER PROVISIONS:
____________________ _________________
The Subordinated Medium-Term Notes, Series B (the "Notes") of
which this definitive Note in bearer form is one are listed on The
Luxembourg Stock Exchange if so specified above.
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
bearer upon presentation and surrender of this Note, the principal
sum of ____________________ DOLLARS on the Stated Maturity Date
<PAGE> 2
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, semiannually on
__________ and __________ (each an "Interest Payment Date") in
each year commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, to the bearer
of the coupon appertaining hereto 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) to the bearer of this Note. 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
or the Maturity Date will, subject to certain exceptions, be paid
upon presentation and surrender of the coupons attached hereto or,
at maturity, surrender of this Note at the principal office of any
of the Paying Agents (as defined 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 London or in Luxembourg are authorized or required by law,
regulation or executive order to close.
Payment of the principal of, and premium, if any, of this Note
will be made in immediately available funds, upon presentation of
this Note, and payment of interest due on this Note will be made in
immediately available funds, upon presentation of the appropriate
coupon attached hereto, at the designated office or agency of the
Paying Agents (as defined below) by credit or transfer to an
account with a bank in Europe. No payment with respect to this
Note will be made at any office or agency maintained by the Company
<PAGE> 3
in the United States nor will any such payment be made by transfer
to an account, or by mail to an address, in the United States.
Notwithstanding the foregoing, payments of principal and interest
on this Note will be made in U.S. dollars at the principal office
of The Chase Manhattan Bank, N.A. (the "Bank") in The City of New
York where at any particular time its corporate trust business
shall be administered if payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other
similar restrictions.
Interest on and principal of this Note due on the Interest
Payment Dates and at any Maturity Date, as the case may be, will
be paid without discrimination as to nationality or domicile of
the Holder of this Note or coupons attached hereto and without
requiring the presentation of an affidavit of any kind or the
fulfillment of any other formality, except as may be prescribed by
applicable laws or regulations in the country in which such
payment is made and except as provided in this Note.
This Subordinated Medium-Term Note, Series B 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 Amended and Restated Indenture, dated as of September 1,
1993 (as so amended, 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 B (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 Bank acting through its corporate trust office at Woolgate
House, Coleman Street, London EC2P 2HD (the "Principal Paying
Agent"), and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg are initial paying agents for the payment of
interest and principal of the Subordinated Medium-Term Notes
(each, along with any other paying agents from time to time duly
appointed by the Company in accordance with the provisions of the
Indenture, a "Paying Agent"); and the Bank acting through its
corporate trust office in London 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.
<PAGE> 4
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 $5,000 (provided that any remaining
principal hereof shall be at least $5,000) 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
together with any coupons appertaining hereto by the Paying and
Authenticating Agent at the principal corporate trust office of
the Bank at its office at Woolgate House, Coleman Street, London
EC2P 2HD, or at the office of Chase Manhattan Bank Luxembourg
S.A., 5 Rue Plaetis, L-2338 Luxembourg, 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 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"), except as provided in the next
succeeding paragraph. 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, except in the event the Company
is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. 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 $5,000 (provided that any remaining principal hereof
shall be at least $5,000) 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.
Unless otherwise indicated on the face hereof, this Note will
be subject to redemption as a whole but not in part at the option
of the Company, at a redemption price equal to the principal
<PAGE> 5
amount hereof (or if this Note is an Original Issue Discount Note
at the Amortized Face Amount(as defined below)) together with
accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company
determines that as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the
United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in the
application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or
after the date hereof, the Company has or will become obligated to
pay Additional Amounts (as hereinafter defined) with respect to
this Note as described below; provided that no such notice of
redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such
Additional Amounts were a payment in respect of this Note then
due. The Company will make its determination with respect to
redemption as soon as practicable after it becomes aware of an
event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an
Officer's Certificate with respect thereto. If the Company has
elected to redeem this Note, the Trustee will give notice to the
Holder hereof within 15 days after the date the Trustee is
notified of the Company's election to redeem this Note or make
additional payments as described above. Such notice will state
the nature of the Company's election, the reasons for and the
nature of such determination and the last day by which redemption
may be made.
The Company will, subject to the limitations and exceptions
set forth below, pay to the Holder hereof or of any coupon
appertaining hereto, who is a United States Alien (as hereinafter
defined) such additional amounts (the "Additional Amounts") as may
be necessary so that every net payment to such Holder of principal
and premium, if any, and interest, if any, on this Note, after
deduction or withholding for or on account of any present or
future tax, assessment of other governmental charge imposed upon
such Holder, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or
taxing authority thereof or therein, will not be less than the
amount provided for in this Note to be then due and payable.
However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Holder (or
<PAGE> 6
between a fiduciary, settlor or beneficiary of, or possessor of a
power over, such Holder, if such Holder is an estate or a trust,
or between a member or shareholder of such Holder, if such Holder
is a partnership or corporation) and the United States, including,
without limitation, such Holder (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having
been a citizen or resident or treated as a resident thereof, or
being or having been engaged in a trade or business or present
therein, or having or having had a permanent establishment
therein, or (ii) the presentation of this Note or any coupon
appertaining hereto for payment on a date more than 15 days after
the date on which such payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs
later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental
charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Holder's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United
States, (ii) as a corporation that accumulates earnings to avoid
United States income taxes, (iii) as a controlled foreign
corporation with respect to the United States, (iv) as the owner,
actually or constructively, of 10% or more of the total combined
voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of
credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements
concerning the nationality, residence, identity or connection with
the United States of the Holder of this Note if, without regard to
any tax treaty, such compliance is required by statute or
regulation of the United States as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
<PAGE> 7
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Note, if
such payment can be made without such withholding by any other
Paying Agent of the Company outside the United States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Holder being or having been a
person within a country with respect to which the United States
Treasury Department has determined under Sections 871(h)(6) and
881(c)(6) of the Internal Revenue Code of 1986, as amended (the
"Code"), on or before the Original Issue Date specified above that
payments of interest to persons within such country are not
subject to the repeal of the United States withholding tax
provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any Holder who is a
fiduciary or partnership or other than the sole owner of this Note
or any coupon appertaining hereto to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such
partnership or the owner would not have been entitled to payment
of the Additional Amount had such beneficiary, settlor, member or
owner been the sole owner of this Note or coupon, as the case may
be. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership
one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or
trust.
Except as specifically provided above, 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 Holder of this Note with respect to redemption
as provided above will be given as specified in the Indenture not
more than 60 nor less than 30 days prior to the Redemption Date.
<PAGE> 8
If this Note is redeemable at the option of the Company
(other than as a result of the Company being obliged to pay
Additional Amounts as provided above), 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
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
<PAGE> 9
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 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.
The Company, the Trustee and the Paying Agents may deem and
treat the Holder of this Note or any coupons attached hereto as
the absolute owner of such Note or such coupon for the purpose of
receiving payment herefor, or on account herefor, and for all
purposes, whether or not this Note or any coupons attached hereto
be overdue and notwithstanding any notation of ownership or other
writing hereon, and neither the Company, the Trustee nor the
Paying Agents shall be affected by notice to the contrary.
<PAGE> 10
No recourse shall be had for the payment of the principal of
(and premium, if any) or the interest on this Note or any coupon
appertaining hereto, or for any claim based hereon or thereon, or
otherwise in respect hereof or thereof, 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.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Note or any coupons attached hereto may be transferred
by delivery.
This Note is issued in denominations of U.S.$100,000 or U.S.
$5,000.
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, neither this Note nor any coupon appertaining hereto
shall be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
<PAGE> 11
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> 12
FORM OF COUPON
(Face of Coupon)
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE
OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
BEARER ISIN:
NO. FXR- BEARER
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
This coupon is payable to bearer (subject to Coupon for the
the terms and conditions endorsed on the Notes amount of
to which this coupon appertains, which shall be interest due on
binding upon the Holder of this coupon whether the Interest
or not it is for the time being attached to Payment Date
such Note) at the specified offices of the falling on [ ]
paying agents set out on the reverse hereof or [19[ ]/20[ ]]
any other or further offices as may from time $__________
to time be appointed and notified to the
noteholders.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed in facsimile.
THE CHASE MANHATTAN CORPORATION
By: ___________________
Name:
Title:
By: ___________________
Name:
Title:
<PAGE> 13
(Reverse of Coupon)
PAYING AGENTS
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338 Luxembourg
and/or such other or further paying agents and/or specified
offices as may from time to time be duly appointed by the Company
in accordance with the provisions of the Indenture.
51284
<PAGE> 1
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF
THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY ANY UNITED STATES
FEDERAL AGENCY.
ISIN:
BEARER BEARER
No. FLR U.S.$
DEFINITIVE NOTE IN BEARER FORM
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ ____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ ____________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ _____________________
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
____________________ _____________________ _____________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ _____________________
HOLDER'S OPTIONAL CALCULATION AGENT: LISTING ON LUXEMBOURG
REPAYMENT DATE(S): STOCK EXCHANGE:
____________________ ___________________ Yes o No o
<PAGE> 2
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
___________________ Yes o No o Reuters o
Telerate o
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ _____________________ ____________________
The Subordinated Medium-Term Notes, Series B (the "Notes") of which this
definitive Note in bearer form is one are listed on The Luxembourg Stock
Exchange if so specified above.
The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), for value received, hereby promises to pay to bearer upon
presentation and surrender of this Note, 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 Rate 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
to the bearer of the coupon appertaining hereto with respect to such
Interest Payment Date, 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) to the bearer of this Note;
provided, however, 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 that
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 or the Maturity Date will include interest
accrued from
<PAGE> 3
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 or the Maturity Date, as the case may be. The interest
so payable, and punctually paid or duly provided for, on any Interest
Payment Date or the Maturity Date will, subject to certain exceptions,
be paid upon presentation and surrender of the coupons attached hereto
or, at maturity, surrender of this Note at the principal office of any
of the Paying Agents (as defined below).
Payment of the principal of, and premium, if any, of this Note
will be made in immediately available funds, upon presentation of this
Note, and payment of interest due on this Note will be made in
immediately available funds, upon presentation of the appropriate
coupon attached hereto, at the designated office or agency of the
Paying Agents (as defined below) by credit or transfer to an account
with a bank in Europe. No payment with respect to this Note will be
made at any office or agency maintained by the Company in the United
States nor will any such payment be made by transfer to an account, or
by mail to an address, in the United States. Notwithstanding the
foregoing, payments of principal and interest on this Note will be
made in U.S. dollars at the principal office of The Chase Manhattan
Bank, N.A. (the "Bank") in The City of New York where at any
particular time its corporate trust business shall be administered if
payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded
by exchange controls or other similar restrictions.
Interest on and principal of this Note due on the Interest
Payment Dates and at any Maturity Date, as the case may be, will be
paid without discrimination as to nationality or domicile of the
Holder of this Note or coupons attached hereto and without requiring
the presentation of an affidavit of any kind or the fulfillment of any
other formality, except as may be prescribed by applicable laws or
regulations in the country in which such payment is made and except as
provided in this Note.
This Subordinated Medium-Term Note, Series B 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 Amended and
Restated Indenture, dated as of September 1, 1993 (as so amended, 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 B (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
Bank acting through its corporate trust office at Woolgate House, Coleman
Street, London EC2P 2HD, (the "Principal Paying Agent") and Chase
Manhattan Bank Luxembourg S.A., 5
<PAGE> 4
Rue Plaetis, L-2338 Luxembourg are initial paying agents for the payment
of interest and principal of the Subordinated Medium-Term Notes (each,
along with any other paying agents from time to time duly appointed by
the Company in accordance with the provisions of the Indenture, a "Paying
Agent"); and the Bank acting through its corporate trust office in London
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 $5,000 (provided that
any remaining principal hereof shall be at least $5,000) 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 together wih any
coupons appertaining hereto by the Paying and Authenticating Agent at the
principal corporate trust office of the Bank at its office at Woolgate
House, Coleman Street, London EC2P 2HD, or at the office of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, 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 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"), except as provided in the next succeeding paragraph.
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,
except in the event the Company is required to pay any Additional Amounts
(as defined below) with respect to the payment of principal and interest
on this Note. 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 $5,000 (provided that any remaining principal hereof shall
be at least $5,000) 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.
<PAGE> 5
Unless otherwise indicated on the face hereof, this Note will be
subject to redemption as a whole but not in part at the option of the
Company, at a redemption price equal to the principal amount hereof (or
if this Note is an Original Issue Discount Note at the Amortized Face
Amount (as defined below)) together with accrued and unpaid interest, if
any, to the date fixed for redemption, upon notice as described below, if
the Company determines that as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the
United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in the application or
official interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date hereof, the
Company has or will become obligated to pay Additional Amounts (as
hereinafter defined) with respect to this Note as described below;
provided that no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company would be obligated
to pay such Additional Amounts were a payment in respect of this Note
then due. The Company will make its determination with respect to
redemption as soon as practicable after it becomes aware of an event that
might give rise to such a determination, such determination to be
evidenced by the delivery to the Trustee of an Officer's Certificate with
respect thereto. If the Company has elected to redeem this Note, the
Trustee will give notice to the Holder hereof within 15 days after the
date the Trustee is notified of the Company's election to redeem this
Note or make additional payments as described above. Such notice will
state the nature of the Company's election, the reasons for and the
nature of such determination and the last day by which redemption may be
made.
The Company will, subject to the limitations and exceptions set
forth below, pay to the Holder hereof or of any coupon appertaining
hereto, who is a United States Alien (as hereinafter defined) such
additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Holder of principal and premium, if any, and
interest, if any, on this Note, after deduction or withholding for or on
account of any present or future tax, assessment of other governmental
charge imposed upon such Holder, or by reason of the making of such net
or additional payment, by the United States, or any political subdivision
or taxing authority thereof or therein, will not be less than the amount
provided for in this Note to be then due and payable. However, the
Company shall not be required to make any such payment of Additional
Amounts for or on account of:
(1) any tax, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any
present or former connection between such Holder (or between a
fiduciary, settlor or beneficiary of, or possessor of a power
over, such Holder, if such Holder is an estate or a trust, or
between a member or shareholder of such Holder, if such Holder
is a partnership or corporation) and the United States,
<PAGE> 6
including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, possessor, member or shareholder) being or
having been a citizen or resident or treated as a resident
thereof, or being or having been engaged in a trade or business
or present therein, or having or having had a permanent
establishment therein, or (ii) the presentation of this Note or
any coupon appertaining hereto for payment on a date more than
15 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or other
governmental charge;
(3) any tax, assessment or other governmental charge
imposed by reason of such Holder's past or present status (i) as
a private foundation or other tax exempt organization or a
domestic or foreign personal holding company with respect to the
United States, (ii) as a corporation that accumulates earnings
to avoid United States income taxes, (iii) as a controlled
foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the
total combined voting power of all classes of stock of the
Company entitled to vote, or (v) as a bank that acquires a Note
as an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which
is payable primarily otherwise than by deduction or withholding
from payments on this Note;
(5) any tax, assessment or other governmental charge that
would not have been imposed but for a failure to comply with
applicable certification, information or other reporting
requirements concerning the nationality, residence, identity or
connection with the United States of the Holder of this Note if,
without regard to any tax treaty, such compliance is required by
statute or regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
(6) any tax, assessment or other governmental charge
required to be withheld by any Paying Agent from a payment on
this Note, if such payment can be made without such withholding
by any other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental charge that
would not have been so imposed but for the Holder being or
<PAGE> 7
having been a person within a country with respect to which the
United States Treasury Department has determined under Sections
871(h)(6) and 881(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code"), on or before the Original Issue Date
specified above that payments of interest to persons within such
country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of
the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6)
or (7), above;
nor shall Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole owner of this Note or any coupon
appertaining hereto to the extent that a beneficiary or settlor with
respect to such fiduciary, a member of such partnership or the owner
would not have been entitled to payment of the Additional Amount had such
beneficiary, settlor, member or owner been the sole owner of this Note or
coupon, as the case may be. The term "United States Alien" means any
person who, for United States federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or
more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, 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 Holder of this Note with respect to redemption as
provided above will be given as specified in the Indenture 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 (other than
as a result of the Company being obliged to pay Additional Amounts as
provided above), 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.
<PAGE> 8
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 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 the interest rate in effect from the Original Issue
Date to the Initial Interest Rate Reset Date shall be the Initial
Interest Rate specified above. If any Interest Rate Reset Date would
otherwise be a day that is not a Business Day, such Interest Rate 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"), CMT Rate, Commercial Paper Rate, Federal
Funds Rate and Prime Rate will be the second Business Day preceding the
Interest Rate 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 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).
<PAGE> 9
As used herein, "Business Day" means (i) any day other than a
Saturday, Sunday, legal holiday or other day on which banking
institutions in the City of London or in Luxembourg are authorized or
required by law, regulation 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 banking
institutions in the City of London are authorized or required by law,
regulation 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 CMT Rate. The CMT Rate means, with respect to any
Interest Determination Date (a "CMT Rate Interest Determination Date"),
the rate displayed on the Designated CMT Telerate Page (as defined below)
under the caption "...Treasury Constant Maturities...Federal Reserve
Board Release H.15...Mondays Approximately 3:45 P.M.," under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week, or the month, as applicable, ended immediately preceding the
<PAGE> 10
week in which the related CMT Rate Interest Determination Date occurs.
If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CMT Rate Interest Determination Date, then the CMT
Rate shall be such treasury constant maturity rate for the Designated CMT
Maturity Index as published in the relevant H.15(519). If such rate is
no longer published, or if not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Rate Reset Date
as may then be published by either the Board of Governors of the Federal
Reserve System or the United State Department of the Treasury that the
Calculation Agent, after consultation with the Company, determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for the CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records,
by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent, after consultation with the Company, (from five such
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)),
for the most recently issued direct noncallable fixed rate obligations of
the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one
year. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury notes with an original maturity of the number of years that is
the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of such quotes will be eliminated; provided
however, that
<PAGE> 11
if fewer than three Reference Dealers selected by the Calculation Agent
are not quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity as described in the third preceding
sentence have remaining terms to maturity equally close to the Designated
CMT Maturity Index, the quotes for the Treasury Note with the shorter
remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other
page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for
the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20,
or 30 years) having the Index Maturity specified on the face hereof with
respect to which the CMT Rate will be calculated. If no such Index
Maturity is specified on the face hereof, the Designated CMT Maturity
Index shall be 2 years.
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
<PAGE> 12
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 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 Calculation 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
<PAGE> 13
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 (unless
such rate is superseded by a corrected rate before 12:00 noon, London
time, in which case such corrected rate shall be the applicable
rate), 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 (unless such rate is superseded by a corrected rate
before 12:00 noon, London time, in which case such corrected rate
shall be the applicable rate), on that LIBOR Interest Determination
Date. If LIBOR cannot be determined under clause (a) or (b) of this
paragraph (i), 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 paragraph (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
LIBOR cannot be determined under paragraph (i) above, the Calculation
Agent will request that the London offices of four major banks in London
selected by the Calculation Agent, after consultation with the Company,
provide such Calculation Agent with 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. 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 as
requested, 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
<PAGE> 14
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 (or such other service as may be nominated by the British
Bankers' Association as the information vendor for the purposes of
displaying British Bankers' Association interest settlement rates) 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:
(i) LIBID will be determined on the basis of the bid rates quoted
to prime banks in the London interbank market at approximately 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 Calculation 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 Calculation Agent
with a quotation of the bid rate quoted to such bank by the head
<PAGE> 15
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.
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
<PAGE> 16
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 approximately 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 Interest
Determination Date will be the Treasury Rate then in effect on such
Treasury 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 effective as of the
next Interest Rate Reset Date. All calculations made by the Calculation
Agent in the absence of manifest error shall be conclusive for all
purposes and binding on the Company and the Holder of this Note or any
coupons attached hereto.
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
<PAGE> 17
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 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 the 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.
The Company, the Trustee and the Paying Agents may deem and treat
the Holder of this Note or any coupons attached hereto as the absolute
owner of such Note or such coupon for the purpose of receiving payment
herefor, or on account herefor, and for all purposes, whether or not this
Note or any coupons attached hereto be overdue and notwithstanding any
<PAGE> 18
notation of ownership or other writing hereon, and neither the Company,
the Trustee nor the Paying Agents 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 any coupons appertaining
hereto, or for any claim based hereon or thereon, or otherwise in respect
hereof or thereof, 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.
This Note or any coupons attached hereto may be transferred by
delivery.
This Note is issued in denominations of U.S.$100,000 or U.S.$5,000.
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, neither this Note nor any
coupon appertaining hereto shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
<PAGE> 19
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> 20
FORM OF COUPON
(Face of Coupon)
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF
THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.
BEARER ISIN:
NO. FLR- BEARER
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
This coupon is payable to bearer (subject to Coupon for the
the terms and conditions endorsed on the Notes amount of
to which this coupon appertains, which shall be interest due on
binding upon the Holder of this coupon whether the Interest
or not it is for the time being attached to Payment Date
such Note) at the specified offices of the falling on [ ]
paying agents set out on the reverse hereof or [19[ ]/20[ ]]
any other or further offices as may from time
to time be appointed and notified to the
noteholders.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed in facsimile.
THE CHASE MANHATTAN CORPORATION
By: ___________________
Name:
Title:
By: ___________________
Name:
Title:
<PAGE> 21
(Reverse of Coupon)
PAYING AGENTS
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338 Luxembourg
and/or such other or further paying agents and/or specified offices
as may from time to time be duly appointed by the Company in
accordance with the provisions of the Indenture.
51572
