SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
CHEMICAL BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
270 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Adjustable Rate New York Stock Exchange, Inc.
Cumulative Preferred
Stock, Series L
$100 stated value
per share
Securities to be registered pursuant to Section 12(g) of the Act:
none
(Title of class)
Item 1. Securities to be Registered.
The descriptions set forth under the caption "Description of Preferred
Stock" on the Prospectus dated June 1, 1994 and under the caption
"Description of the Preferred Stock" in the accompanying Prospectus
Supplement dated June 1, 1994, as filed pursuant to Rule 424(B)(5)
under the Securities Act of 1933, in connection with Registration
Statement on Form S-3 (No. 33-49965) of Chemical Bank Corporation,
are incorporated herein by reference.
Item 2. Exhibits.
1. Specimen certificate for shares of Adjustable Rate Cumulative
Preferred Stock, Series L (to be filed under cover on Form SE
pursuant to the rules and regulations of the Securities Exchange
Act of 1934).
2. Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series L, of Chemical Banking Corporation,
in the form to be filed with the Secretary of State of the State
of Delaware on June 7, 1994.
3. Restated Certificate of Incorporation of Chemical Banking
Corporation, (incorporated by reference to Exhibit 3.1 of the
Annual Report on Form 10-K dated December 31, 1993 of Chemical
Banking Corporation).
4. By-laws of Chemical Banking Corporation (incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K dated
December 31, 1993 of Chemical Banking Corporation).
<PAGE>
S I G N A T U R E
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHEMICAL BANKING CORPORATION,
Dated: June 6, 1994 By /s/John B. Wynne
Name: John B. Wynne
Title: Secretary
<PAGE>
INDEX TO EXHIBITS
Sequentially Numbered Page at
Which Located or
Exhibit Number Exhibit Incorporated by Reference
1 Specimen certificate for shares ---
of Adjustable Rate Cumulative
Preferred Stock, Series L (to be
filed on Form SE pursuant to the
rules and regulations of the Securities
Exchange Act of 1934).
2 Certificate of Designations of the 5
Adjustable Rate Cumulative Preferred
Stock, Series L, of Chemical Banking
Corporation.
3 Restated Certificate of (incorporated by reference to
Corporation of Chemical to (i) Exhibit 3.1 of the Annual
Banking Corporation. Report on Form 10-K for the
year ended December 31, 1993
of Chemical Banking
Corporation).
4 By-laws of Chemical (incorporated by
Banking Corporation. reference to (i) Exhibit 3.2 of
the Annual Report on Form
10-K for the year ended
December 31, 1994
of Chemical Banking
Corporation).
CERTIFICATE OF DESIGNATIONS
OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES L
OF
CHEMICAL BANKING CORPORATION
____________________________________
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
____________________________________
CHEMICAL BANKING CORPORATION, a corporation
organized and existing under the laws of the State of
Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of
Directors of the Corporation on December 21, 1993 and by the
Preferred Stock Committee of the Board of Directors on
June 1, 1994, respectively, pursuant to authority conferred
upon the Board of Directors by the provisions of the
Certificate of Incorporation of the Corporation which
authorize the issuance of up to 200,000,000 shares of
preferred stock, $100 stated value per share ($1 par value)
(the "Preferred Stock"), and pursuant to authority conferred
upon the Preferred Stock Committee of the Board of Directors
by Section 141(c) of the General Corporation Law of the
State of Delaware, by the By-Laws of the Corporation and by
the resolutions of the Board of Directors adopted at a
meeting duly convened and held on December 21, 1993:
1. The Board of Directors on December 21, 1993
adopted the following resolutions authorizing a Preferred
Stock Committee of the Board of Directors to act on behalf
of the Board of Directors in connection with the issuance of
the Preferred Stock and fixing the voting rights of the
Preferred Stock:
"RESOLVED that the Preferred Stock Committee may,
without further action of the Board of Directors of
Chemical Banking Corporation (the "Corporation"), from
time to time authorize the issuance and sale from time
to time, of (i) one or more series of the Corporation's
preferred stock, $1 par value (the "Preferred Stock");
(ii) depositary shares each representing a fraction of
a share of Preferred Stock ("Depositary Shares"); (iii)
warrants to purchase any shares of Preferred Stock or
Depositary Shares; (iv) warrants to purchase shares of
the Corporation's common stock, $1 par value ("Common
Stock"), and (v) any shares of Preferred Stock or
Common Stock into which or for which any of the
foregoing may be exchangeable, convertible, or issuable
upon exercise (all of the foregoing hereinafter
collectively referred to as the "Preferred Shares"
unless the context shall otherwise require), for cash
or other property, as shall be determined by the
Preferred Stock Committee, subject to the limitations
hereinafter set forth, and any such Preferred Shares
may be sold through agents, through underwriters,
through dealers and directly to purchasers, in one or
more offerings registered under the Securities Act of
1933 (the "Act") or in transactions not required to be
registered under the Act, all as shall be determined by
the Preferred Stock Committee; and any such issuance
and sale of Preferred Shares, including the issuance
from time to time of any warrants for such Preferred
Shares, common or preferred stock of the Corporation
into which any series of Preferred Shares may be
convertible or exchangeable and the issuance and sale
from time to time of Depositary Shares or warrants for
Depositary Shares be, and hereby is, authorized and
approved;
RESOLVED that the Preferred Stock Committee be,
and hereby is, authorized and empowered to act on
behalf and in the stead of the Board of Directors in
connection with the issuance of one or more series of
the Preferred Shares and, in connection therewith, is
hereby authorized, to the fullest extent permitted by
the Delaware General Corporation Law as it now exists
or is hereafter amended, to determine the price at
which the Preferred Shares of each such series will be
sold by the Corporation, to declare dividends payable
on the Preferred Shares, to reserve for issuance on the
books of the Corporation or otherwise a sufficient
number of shares of any of the Corporation's common
stock or Preferred Stock into which any series of the
Preferred Stock may be convertible or exchangeable and
to determine the designation, preferences and
privileges, the relative, participating, optional or
other special rights, and the qualifications,
limitations and restrictions thereof;
RESOLVED that, without limiting the generality of
the preceding resolution, the Preferred Stock Committee
is hereby expressly authorized:
(i) to determine whether the Preferred
Shares will be issued in one or more series and
the number of shares of any such series;
(ii) to fix the dividend rate or rates of any
such shares and/or the methods of determining
dividends and the dates on which dividends shall
be payable;
(iii) to determine whether dividends of any
series of Preferred Shares shall be cumulative or
noncumulative and, if cumulative, the dates from
which dividends shall commence to cumulate;
(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of
the Preferred Shares, including without
limitation, the class and series of capital stock
of the Corporation into which such shares shall be
convertible or exchangeable;
(v) to determine whether the Corporation
shall elect to offer (a) warrants for such
Preferred Shares ("Warrants") or (b) Depositary
Shares evidenced by depositary receipts, each
representing a fraction (to be determined by the
Preferred Stock Committee) of a share of a
particular series of the Preferred Stock, which
shares of Preferred Stock will be issued and
deposited with a depositary, in each case, in lieu
of offering full shares of such series of the
Preferred Stock;
(vi) to fix the liquidation preference of the
shares of any series of the Preferred Shares,
subject to the limitation that the aggregate
liquidation preference over Common Stock of all
the Preferred Shares issued shall not exceed
$850,000,000;
(vii) to determine whether any warrants for
Preferred Stock, Depositary Shares or Common Stock
shall be issued, whether alone or in connection
with any other Preferred Shares, and the terms and
conditions of any such warrants;
(viii) to determine whether the shares of any
series of the Preferred Shares shall be subject to
redemption, optional or mandatory or pursuant to a
sinking fund, and, if such series shall be subject
to redemption, the redemption provisions of such
series; and
(ix) to fix or determine any additional
dividend, liquidation, redemption, sinking fund
and other rights, preferences, privileges,
limitations and restrictions thereof;
RESOLVED that the Preferred Stock Committee be,
and hereby is, authorized and empowered to authorize,
approve and take such other action as is deemed
advisable in connection with the issuance of one or
more series of the Preferred Shares, including, without
limitation, the following:
(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
(ii) approving the form and substance, and
the execution and delivery, of any underwriting
agreement, agency agreement, placement agreement
or other agreement to be entered into by the
Corporation in connection with the issuance and
sale of the Preferred Shares, including, without
limitation, setting the amount of any underwriting
discounts and other items constituting
underwriters' compensation and any discounts and
commissions allowed or paid to dealers or agents;
(iii) selecting the bank or trust company
which will act as depositary if Depositary Shares
are offered and approving the form and substance,
and the execution and delivery, of any deposit
agreement to be entered into by the Corporation
with such depositary; and
(iv) appointing a registrar and transfer
agent for the registration, transfer and exchange
of the Preferred Shares and appointing a dividend
disbursing agent for the Preferred Shares;
RESOLVED that for each series of Preferred Shares
a certificate shall be prepared and filed on behalf of
the Corporation with the Secretary of State of the
State of Delaware pursuant to Section 151 of the
General Corporation Law of the State of Delaware (a
"Certificate of Designation"); that each such
Certificate of Designation be in such form as is
approved by action of the Board of Directors or the
Preferred Stock Committee; and that the proper officers
of the Corporation be and hereby are authorized to
execute and file each such Certificate of Designation
pursuant to the General Corporation Law of the State of
Delaware;
RESOLVED that the Certificate of Designation for
each series of the Preferred Shares shall provide that
the shares of such series shall not have any voting
powers either general or special, except that
(i) Unless the vote or consent of the
holders of a greater number of shares shall then
be required by law, the consent of the holders of
at least 66-2/3% of all of the shares of any
series at the time outstanding, given in person or
by proxy, either in writing or by a vote at a
meeting called for the purpose at which the
holders of shares of such series shall vote
together as a separate class, shall be necessary
for authorizing, effecting or validating the
amendment, alteration or repeal of any of the
provisions of the Certificate of Incorporation or
of any certificate amendatory thereof or
supplemental thereto (including any Certificate of
Designation or any similar document relating to
any series of Preferred Stock) which would
adversely affect the preferences, rights, powers
or privileges of such series;
(ii) Unless the vote or consent of the
holders of a greater number of shares shall then
be required by law, the consent of the holders of
at least 66-2/3% of all of the shares of any such
series and all other series of Preferred Stock
ranking on a parity with shares of such series,
either as to dividends or upon liquidation, at the
time outstanding, given in person or by proxy,
either in writing or by a vote at a meeting called
for the purposes at which the holders of shares of
such series and such other series of Preferred
Stock shall vote together as a single class
without regard to series, shall be necessary for
authorizing, effecting or validating the creation,
authorization or issue of any shares of any class
of stock of the Corporation ranking prior to the
shares of such series as to dividends or upon
liquidation, or the reclassification of any
authorized stock of the Corporation into any such
prior shares, or the creation, authorization or
issue of any obligation or security convertible
into or evidencing the right to purchase any such
prior shares; and
(iii) If at the time of any annual meeting of
the Corporation's stockholders for the election of
directors there is a default in preference
dividends on the Preferred Stock, the number of
directors constituting the Board of Directors of
the Corporation shall be increased by two, and the
holders of the Preferred Stock of all series
(whether or not the holders of such series of
Preferred Stock would be entitled to vote for the
election of directors if such default in
preference dividends did not exist), shall have
the right at such meeting, voting together as a
single class without regard to series, to the
exclusion of the holders of Common Stock to elect
two directors of the Corporation to fill such
newly created directorships. Such right shall
continue until there are no dividends in arrears
upon the Preferred Stock. Each director elected
by the holders of shares of Preferred Stock (a
"Preferred Director"), shall continue to serve as
such director for the full term for which he or
she shall have been elected, notwithstanding that
prior to the end of such term a default in
preference dividends shall cease to exist. Any
Preferred Director may be removed by, and shall
not be removed except by, the vote of the holders
of record of the outstanding shares of Preferred
Stock, voting together as a single class without
regard to series, at a meeting of the
Corporation's stockholders, or of the holders of
shares of Preferred Stock, called for the purpose.
So long as a default in any preference dividends
on the Preferred Stock shall exist, (a) any
vacancy in the office of a Preferred Director may
be filled (except as provided in the following
clause (b)) by an instrument in writing signed by
the remaining Preferred Director and filed with
the Corporation and (b) in the case of the removal
of any Preferred Director, the vacancy may be
filled by the vote of the holders of the
outstanding shares of Preferred Stock, voting
together as a single class without regard to
series, at the same meeting at which such removal
shall be voted. Each director appointed as
aforesaid by the remaining Preferred Director
shall be deemed, for all purposes hereof, to be a
Preferred Director. Whenever the term of office
of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the
number of directors constituting the Board of
Directors of the Corporation shall be reduced by
two. For the purposes hereof, a "default in
preference dividends" on the Preferred Stock shall
be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred
Stock shall be equivalent to six full quarter-
yearly dividends or more, and, having so occurred,
such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on
all shares of Preferred Stock of each and every
series then outstanding shall have been paid to
the end of the last preceding dividend period."
2. The Preferred Stock Committee of the Board of
Directors on June 1, 1994, pursuant to the authority
conferred upon the Preferred Stock Committee of the Board of
Directors by Section 141(c) of the General Corporation Law
of the State of Delaware, by Section 3.03 of the By-Laws of
the Corporation and by the resolutions of the Board of
Directors set forth above, adopted the following resolution:
"RESOLVED that, pursuant to resolutions of the
Board of Directors of Chemical Banking Corporation (the
"Corporation") adopted on December 21, 1993, the issue
of 2,000,000 shares of Adjustable Rate Cumulative
Preferred Stock, Series L, $100 stated value per share
($1 par value) of the Corporation ranking on a parity
with the series of Preferred Stock of the Corporation
designated as the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series C", the
Corporation's "10.96% Preferred Stock", the
Corporation's "10% Convertible Preferred Stock", the
Corporation's "8-3/8% Preferred Stock", the
Corporation's "7.92% Cumulative Preferred Stock", the
Corporation's "7.58% Cumulative Preferred Stock" and
the Corporation's "7-1/2% Cumulative Preferred Stock"
is hereby authorized and the designation, preferences
and privileges, relative, participating, optional and
other special rights, and qualifications, limitations
and restrictions of all 2,000,000 shares of this
Series, in addition to those set forth in the
Certificate of Incorporation of the Corporation and,
with respect to voting rights, in the resolutions of
the Board of Directors of the Corporation adopted on
December 21, 1993, are hereby fixed as follows:
1. Designation. The designation of this
Series shall be Adjustable Rate Cumulative
Preferred Stock, Series L (hereinafter referred to
as this "Series") and the number of shares
constituting this Series shall be 2,000,000.
Shares of this Series shall have a stated value of
$100. The number of authorized shares of this
Series may be reduced by further resolution duly
adopted by the Board of Directors of the
Corporation or the Preferred Stock Committee of
the Board of Directors and by the filing of a
certificate pursuant to the provisions of the
General Corporation Law of the State of Delaware
stating that such reduction has been so
authorized, but the number of authorized shares of
this Series shall not be increased.
2. Dividends. (a) Dividends payable on the
shares of this Series for the period from June 8,
1994 to June 30, 1994 (the "Initial Dividend
Period") shall be $0.3838 per share. For each
quarterly dividend period after the Initial
Dividend Period (a "Quarterly Dividend Period";
the Initial Dividend Period and any Quarterly
Dividend Period being hereinafter referred to
individually as a "Dividend Period") dividends
payable on the shares of this Series shall be
payable at a rate per annum of the stated value
thereof equal to the Applicable Rate (as defined
in Section 3) in respect of such Quarterly
Dividend Period, expressed as a percentage to the
nearest ten thousandth of a percentage point. The
amount of dividends per share for each Quarterly
Dividend Period shall be computed by dividing the
Applicable Rate for such Quarterly Dividend Period
by four and applying the resulting rate to the
stated value per share of this Series. Each
Quarterly Dividend Period shall commence on the
January 1, April 1, July 1 and October 1, as the
case may be, following the last day of the Initial
Dividend Period or the preceding Quarterly
Dividend Period, as the case may be, and shall end
on and include the day next preceding the first
day of the next such Quarterly Dividend Period.
Dividends shall be cumulative from June 8, 1994
and shall be payable, when and as declared by the
Board of Directors or by the Preferred Stock
Committee of the Board of Directors, on March 31,
June 30, September 30 and December 31 of each
year, commencing on June 30, 1994. Each such
dividend shall be paid to the holders of record of
shares of this Series as they appear on the stock
register of the Corporation on such record date,
not exceeding 45 days preceding the payment date
thereof, as shall be fixed by the Board of
Directors of the Corporation or by the Preferred
Stock Committee of the Board of Directors.
Dividends on account of arrears for any past
Dividend Periods may be declared and paid at any
time, without reference to any regular dividend
payment date, to holders of record on such date,
not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors
of the Corporation or by the Preferred Stock
Committee of the Board of Directors.
(b) Dividends payable on this Series for any
period greater or less than a full Dividend
Period, other than the Initial Dividend Period,
shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and the actual
number of days elapsed in the period.
(c) No full dividends shall be declared or
paid or set apart for payment on the Preferred
Stock of any series ranking, as to dividends, on a
parity with or junior to this Series for any
period unless full cumulative dividends have been
or contemporaneously are declared and paid or
declared and a sum sufficient for the payment
thereof set apart for such payment on this Series
for all Dividend Periods terminating on or prior
to the date of payment of such full cumulative
dividends. When dividends are not paid in full,
as aforesaid, upon the shares of this Series and
any other series of Preferred Stock ranking on a
parity as to dividends with this Series, all
dividends declared upon shares of this Series and
any other series of Preferred Stock ranking on a
parity as to dividends with this Series shall be
declared pro rata so that the amount of dividends
declared per share on this Series and such other
Preferred Stock shall in all cases bear to each
other the same ratio that accrued and unpaid
dividends per share on the shares of this Series
and such other Preferred Stock bear to each other.
Holders of shares of this Series shall not be
entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative
dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend
payment or payments on this Series which may be in
arrears.
(d) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in
Common Stock or in any other stock ranking junior
to this Series as to dividends and upon
liquidation and other than as provided in
paragraph (c) of this Section 2) shall be declared
or paid or set aside for payment or other
distribution declared or made upon the Common
Stock or upon any other stock ranking junior to or
on a parity with this Series as to dividends or
upon liquidation, nor shall any Common Stock or
any other stock of the Corporation ranking junior
to or on a parity with this Series as to dividends
or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such
stock) by the Corporation (except by conversion
into or exchange for stock of the Corporation
ranking junior to this Series as to dividends and
upon liquidation) unless, in each case, the full
cumulative dividends on all outstanding shares of
this Series shall have been paid or declared and
set aside for payment for all past Dividend
Periods.
3. Definition of Applicable Rate, etc. (a)
Except as provided below in this paragraph, the
"Applicable Rate" for any Quarterly Dividend
Period will be equal to 84% of the Effective Rate
(as hereinafter defined). The "Effective Rate"
for any Quarterly Dividend Period will be equal to
the highest of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as hereinafter
defined) for such Quarterly Dividend Period. In
the event that the Corporation determines in good
faith that for any reason:
(i) any one of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate or the
Thirty Year Constant Maturity Rate cannot be
determined for any Quarterly Dividend Period,
then the Effective Rate for such Quarterly
Dividend Period will be equal to the higher
of whichever two of such Rates can be so
determined;
(ii) only one of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate or the
Thirty Year Constant Maturity Rate can be
determined for any Quarterly Dividend Period,
then the Effective Rate for such Quarterly
Dividend Period will be equal to whichever
such Rate can be so determined; or
(iii) none of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate or the Thirty
Year Constant Maturity Rate can be determined
for any Quarterly Dividend Period, then the
Effective Rate for the preceding dividend
period will be continued for such Quarterly
Dividend Period.
Anything herein to the contrary notwithstanding,
the Applicable Rate for any Quarterly Dividend
Period shall in no event be less than 4.50% per
annum or greater than 10.50% per annum.
(b) Except as described below in this
paragraph, the "Treasury Bill Rate" for each
Quarterly Dividend Period will be the arithmetic
average of the two most recent weekly per annum
market discount rates (or the one weekly per annum
market discount rate, if only one such rate is
published during the relevant Calendar Period (as
hereinafter defined)) for three-month U.S.
Treasury bills, as published weekly by the Federal
Reserve Board (as hereinafter defined) during the
Calendar Period immediately preceding the last ten
calendar days preceding the Quarterly Dividend
Period for which the dividend rate on this
Series is being determined. In the event that the
Federal Reserve Board does not publish such a
weekly per annum market discount rate during such
Calendar Period, then the Treasury Bill Rate for
such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly
per annum market discount rates (or the one weekly
per annum market discount rate, if only one such
rate is published during the relevant Calendar
Period) for three-month U.S. Treasury bills, as
published weekly during such Calendar Period by
any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation.
In the event that a per annum market discount rate
for three-month U.S. Treasury bills is not
published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period,
then the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of
the two most recent weekly per annum market
discount rates (or the one weekly per annum market
discount rate, if only one such rate is published
during the relevant Calendar Period) for all of
the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100
days, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal
Reserve Board does not publish such rates, by any
Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation.
In the event that the Corporation determines in
good faith that for any reason no such U.S.
Treasury bill rates are published as provided
above during such Calendar Period, then the
Treasury Bill Rate for such Quarterly Dividend
Period will be the arithmetic average of the per
annum market discount rates based upon the closing
bids during such Calendar Period for each of the
issues of marketable non-interest-bearing U.S.
Treasury securities with a remaining maturity of
not less than 80 nor more than 100 days from the
date of each such quotation, as chosen and quoted
daily for each business day in New York City (or
less frequently if daily quotations are not
generally available) to the Corporation by at
least three recognized dealers in U.S. Government
securities selected by the Corporation. In the
event that the Corporation determines in good
faith that for any reason the Corporation cannot
determine the Treasury Bill Rate for any Quarterly
Dividend Period as provided above in this
paragraph, the Treasury Bill Rate for such
Quarterly Dividend Period will be the arithmetic
average of the per annum market discount rates
based upon the closing bids during such Calendar
Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a
remaining maturity of not less than 80 nor more
than 100 days, as chosen and quoted daily for each
business day in New York City (or less frequently
if daily quotations are not generally available)
to the Corporation by at least three recognized
dealers in U.S. Government securities selected by
the Corporation.
(c) Except as described below in this
paragraph, the "Ten Year Constant Maturity Rate"
for each Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly
per annum Ten Year Average Yields (as hereinafter
defined) (or the one weekly per annum Ten Year
Average Yield, if only one such yield is published
during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the
Calendar Period immediately preceding the last ten
calendar days preceding the Quarterly Dividend
Period for which the dividend rate on this
Series is being determined. In the event that the
Federal Reserve Board does not publish such a
weekly per annum Ten Year Average Yield during
such Calendar Period, then the Ten Year Constant
Maturity Rate for such Quarterly Dividend Period
will be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields
(or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during
the relevant Calendar Period), as published weekly
during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or
agency selected by the Corporation. In the event
that a per annum Ten Year Average Yield is not
published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period,
then the Ten Year Constant Maturity Rate for such
Quarterly Dividend Period will be the arithmetic
average of the two most recent weekly per annum
average yields to maturity (or the one weekly per
annum average yield to maturity, if only one such
yield is published during the relevant Calendar
Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities
(other than Special Securities (as hereinafter
defined)) then having remaining maturities of not
less than eight nor more than twelve years, as
published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the
event that the Corporation determines in good
faith that for any reason the Corporation cannot
determine the Ten Year Constant Maturity Rate for
any Quarterly Dividend Period as provided above in
this paragraph, then the Ten Year Constant
Maturity Rate for such Quarterly Dividend Period
will be the arithmetic average of the per annum
average yields to maturity based upon the closing
bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special
Securities) with a final maturity date not less
than eight nor more than twelve years from the
date of each such quotation, as chosen and quoted
daily for each business day in New York City (or
less frequently if daily quotations are not
generally available) to the Corporation by at
least three recognized dealers in U.S. Government
securities selected by the Corporation.
(d) Except as described below in this
paragraph, the "Thirty Year Constant Maturity
Rate" for each Quarterly Dividend Period will be
the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (as
hereinafter defined) (or the one weekly per annum
Thirty Year Average yield, if only one such yield
is published during the relevant Calendar Period),
as published weekly by the Federal Reserve Board
during the Calendar Period immediately preceding
the last ten calendar days preceding the Quarterly
Dividend Period for which the dividend rate on
this Series is being determined. In the event
that the Federal Reserve Board does not publish
such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year
Constant Maturity Rate for such Quarterly Dividend
Period will be the arithmetic average of the two
most recent weekly per annum Thirty Year Average
Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such yield is published
during the relevant Calendar Period), as published
weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the
event that a per annum Thirty Year Average Yield
is not published by the Federal Reserve Board or
by any Federal Reserve Bank or by any U.S.
Government department or agency during such
Calendar Period, then the Thirty Year Constant
Maturity Rate for such Quarterly Dividend Period
will be the arithmetic average of the two most
recent weekly per annum average yields to maturity
(or the one weekly per annum average yield to
maturity, if only one such yield is published
during the relevant Calendar Period) for all of
the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special
Securities) then having remaining maturities of
not less than twenty-eight nor more than thirty
years, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal
Reserve Board does not publish such yields, by any
Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation.
In the event that the Corporation determines in
good faith that for any reason the Corporation
cannot determine the Thirty Year Constant Maturity
for any Quarterly Dividend Period as provided
above in this paragraph, the Thirty Year Constant
Maturity Rate for such Quarterly Dividend Period
will be the arithmetic average of the per annum
average yields to maturity based upon the closing
bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special
Securities) with a final maturity date not less
than twenty-eight nor more than thirty years from
the date of each such quotation, as chosen and
quoted daily for each business day in New York
City (or less frequently if daily quotations are
not generally available) to the Corporation by at
least three recognized dealers in U.S. Government
securities selected by the Corporation.
(e) The Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year
Constant Maturity Rate shall each be rounded to
the nearest five hundredths of a percent.
(f) The Applicable Rate with respect to each
Quarterly Dividend Period will be calculated as
promptly as practicable by the Corporation
according to the appropriate method described
above. The Corporation will cause each Applicable
Rate to be published in a newspaper of general
circulation in New York City before the
commencement of the Quarterly Dividend Period to
which it applies and will cause notice of such
Applicable Rate to be enclosed with the dividend
payment checks next mailed to the holders of this
Series.
(g) For purposes of this Section,
(i) "Calendar Period" means a period of
fourteen calendar days;
(ii) "Federal Reserve Board" means the
Board of Governors of the Federal Reserve
System;
(iii) "Special Securities" means
securities which can, at the option of the
holder, be surrendered at face value in
payment of any Federal estate tax or which
provide tax benefits to the holder and are
priced to reflect such tax benefits or which
were originally issued at a deep or
substantial discount;
(iv) "Ten Year Average Yield" means the
average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities
of ten years); and
(v) "Thirty Year Average Yield" means
the average yield to maturity for actively
traded marketable U.S. Treasury fixed
interest rate securities (adjusted to
constant maturities of thirty years).
4. Redemption. (a) The shares of this
Series are not redeemable prior to June 30, 1999.
The Corporation, at its option, may redeem shares
of this Series, as a whole or in part, at any time
or from time to time, on or after June 30, 1999,
at a redemption price of $100 per share plus
accrued and unpaid dividends thereon to the date
fixed for redemption.
(b) In the event that fewer than all the
outstanding shares of this Series are to be
redeemed, the number of shares to be redeemed
shall be determined by the Board of Directors of
the Corporation or the Preferred Stock Committee
of the Board of Directors and the shares to be
redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors of the
Corporation or the Preferred Stock Committee of
the Board of Directors or by any other method as
may be determined by the Board of Directors of the
Corporation or the Preferred Stock Committee of
the Board of Directors in its sole discretion to
be equitable, provided that such method satisfies
any applicable requirements of any securities
exchange on which this Series is listed.
(c) In the event the Corporation shall
redeem shares of this Series, notice of such
redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 or more
than 60 days prior to the redemption date, to each
holder of record of the shares to be redeemed, at
such holder's address as the same appears on the
stock register of the Corporation. Each such
notice shall state: (i) the redemption date; (ii)
the number of shares of this Series to be redeemed
and, if fewer than all the shares held by such
holder are to be redeemed, the number of such
shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where
certificates for such shares are to be surrendered
for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease
to accrue on the redemption date.
(d) Notice having been mailed as aforesaid,
from and after the redemption date (unless default
shall be made by the Corporation in providing
money for the payment of the redemption price)
dividends on the shares of this Series so called
for redemption shall cease to accrue, and said
shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof
as stockholders of the Corporation (except the
right to receive from the Corporation the
redemption price) shall cease. Upon surrender in
accordance with said notice of the certificates
for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors
of the Corporation or the Preferred Stock
Committee of the Board of Directors shall so
require and the notice shall so state), such
shares shall be redeemed by the Corporation at the
redemption price aforesaid. In case fewer than
all the shares represented by any such certificate
are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to
the holder thereof.
(e) Any shares of this Series which shall at
any time have been redeemed shall, after such
redemption, have the status of authorized but
unissued shares of Preferred Stock, without
designation as to series until such shares are
once more designated as part of a particular
series by the Board of Directors of the
Corporation or the Preferred Stock Committee of
the Board of Directors.
(f) Notwithstanding the foregoing provisions
of this Section 4, if any dividends on this Series
are in arrears, no shares of this Series shall be
redeemed unless all outstanding shares of this
Series are simultaneously redeemed, and the
Corporation shall not purchase or otherwise
acquire any shares of this Series; provided,
however, that the foregoing shall not prevent the
purchase or acquisition of shares of this Series
pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding
shares of this Series.
5. Conversion. The holders of shares of
this Series shall not have any rights to convert
such shares into shares of any other class or
series of capital stock of the Corporation.
6. Liquidation Rights. (a) Upon the
voluntary or involuntary dissolution, liquidation
or winding up of the Corporation, the holders of
the shares of this Series shall be entitled to
receive and to be paid out of the assets of the
Corporation available for distribution to its
stockholders, before any payment or distribution
shall be made on the Common Stock or on any other
class of stock ranking junior to this Series upon
liquidation, the amount of $100 per share, plus
accrued and unpaid dividends thereon.
(b) After the payment to the holders of the
shares of this Series of the full preferential
amounts provided for in this Section 6, the
holders of this Series as such shall have no right
or claim to any of the remaining assets of the
Corporation.
(c) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the
Corporation, the amounts payable with respect to
the stated value of the shares of this Series and
any other shares of stock of the Corporation
ranking as to any such distribution on a parity
with the shares of this Series are not paid in
full, the holders of the shares of this Series and
of such other shares will share ratably in any
such distribution of assets of the Corporation in
proportion to the full respective stated values to
which they are entitled.
(d) Neither the sale of all or substantially
all the property or business of the Corporation,
nor the merger or consolidation of the Corporation
into or with any other corporation or the merger
or consolidation of any other corporation into or
with the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary
or involuntary, for the purposes of this Section
6.
(e) Upon the dissolution, liquidation or
winding up of the Corporation, the holders of
shares of this Series then outstanding shall be
entitled to be paid out of the assets of the
Corporation available for distribution to its
stockholders all amounts to which such holders are
entitled pursuant to paragraph (a) of this Section
6 before any payment shall be made to the holder
of any class of capital stock of the Corporation
ranking junior to this Series upon liquidation.
7. Ranking. For purposes of this
resolution, any stock of any class or classes of
the Corporation shall be deemed to rank:
(a) prior to the shares of this Series,
either as to dividends or upon liquidation, if the
holders of such class or classes shall be entitled
to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or
winding up of the Corporation, as the case may be,
in preference or priority to the holders of shares
of this Series;
(b) on a parity with shares of this Series,
either as to dividends or upon liquidation,
whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices
per share or sinking fund provisions, if any, be
different from those of this Series, if the
holders of such stock shall be entitled to the
receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the
Corporation, as the case may be, without
preference or priority, one over the other, as
between the holders of such stock and the holders
of shares of this Series; and
(c) junior to shares of this Series, either
as to dividends or upon liquidation, if such class
shall be Common Stock or if the holders of shares
of this Series shall be entitled to receipt of
dividends or of amounts distributable upon
dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or
priority to the holders of shares of such class or
classes.
8. Voting Rights. The shares of this Series
shall have the voting rights set forth in the
resolutions of the Board of Directors of the
Corporation adopted on December 21, 1993."
[Signature appears on subsequent page.]
<PAGE>
IN WITNESS WHEREOF, Chemical Banking Corporation
has caused its corporate seal to be hereunto affixed and
this Certificate to be signed by its Chairman of the Board,
Walter V. Shipley, and attested by its Secretary, John B.
Wynne, this 6th day of June, 1994.
CHEMICAL BANKING CORPORATION
By: /s/Walter V. Shipley
Chairman of the Board
Attest:
/s/John B. Wynne
Secretary
