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As filed with the Securities and Exchange Commission on March 4, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CHEMICAL BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2624428
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
270 Park Avenue, New York, New York 10017 (212) 270-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------------------
William H. McDavid, Esq.
Chemical Banking Corporation
270 Park Avenue, New York, New York 10017 (212) 270-7122
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Peter J. Tobin Jeremiah Thomas, Esq.
Chemical Banking Corporation Simpson Thacher & Bartlett
270 Park Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
---------------------------
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
---------------------------
If the only securities being securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE(2) PRICE(2) FEE(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share(1).................... 2,233,157 $33.28125 $74,322,256 $25,629
===================================================================================================================================
</TABLE>
(1) Includes Junior Participating Preferred Stock purchase rights. Prior to
the occurrence of certain events, purchase rights for units of Junior
Participating Preferred Stock will not be evidenced separately from the
Common Stock.
(2) The proposed maximum offering price is the exercise price of warrants
for purchase of the securities being registered, which price is subject
to certain adjustments described herein.
(3) Calculated on the basis of maximum offering price pursuant to Rule
457(o).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, dated March 4, 1996
2,233,157 SHARES
CHEMICAL BANKING CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
-------------------
This Prospectus is applicable to the 2,233,157 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of Chemical Banking Corporation (the
"Company") that may be issued upon exercise of the Common Stock Subscription
Warrants (the "Warrants") originally issued by The Chase Manhattan Corporation
("Chase") on June 22, 1993 pursuant to the settlement of a class action lawsuit
(the "Class Action") entitled In re Chase Manhattan Securities Litigation, filed
in the United States District Court, Southern District of New York, Master File
No. 90 Civ. 6092 (LJF) (Consolidated Cases). Pursuant to an Agreement and Plan
of Merger, dated as of August 27, 1995 (the "Merger Agreement"), between the
Company and Chase, Chase and the Company have agreed that Chase will be merged
with and into the Company (the "Merger") with the Company continuing as the
surviving corporation in the Merger under the name "The Chase Manhattan
Corporation." Pursuant to the terms of the agreement pursuant to which the
Warrants were issued, upon the effectiveness of the Merger, each Warrant, which
prior to the Merger is exercisable for one share of common stock of Chase for an
exercise price of $34.6125 per share, subject to certain adjustments, will
become exercisable for 1.04 shares of Common Stock at an exercise price for each
Warrant of $34.6125 (or $33.28125 per share of Common Stock), subject to certain
adjustments. The Warrants are exercisable at any time on or prior to June 30,
1996. See "DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION."
Assuming the Warrants are exercised in full after the effective date of
the Merger, the Company will receive aggregate proceeds in the amount of
$74,322,256 before deducting estimated expenses of $105,629. See "USE OF
PROCEEDS." The Company will pay all expenses with respect to this offering.
The Common Stock is listed on the New York Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or since the date of any documents incorporated herein by
reference.
The date of this Prospectus is __________, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the Commission's office at 450 Fifth Street, N.W., Washington, D.C.
20549 and the Commission's regional offices in New York (7 World Trade Center,
New York, New York 10048) and Chicago (Citicorp Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661), and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of the
Company's securities are listed on the New York Stock Exchange, and reports,
proxy statements and other information concerning the Company also may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. As permitted by the Securities Act of 1933, as amended
(the "Act"), this Prospectus does not contain all the information set forth in
the Registration Statement and exhibits thereto which the Company has filed with
respect to the Common Stock offered hereby (the "Registration Statement"), to
which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference into this Prospectus:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
(iii) The Company's Current Reports on Form 8-K dated January 3, 1995,
January 19, 1995, March 14, 1995, April 19, 1995, May 5, 1995, June 20,
1995, July 20, 1995, August 27, 1995, October 18, 1995, October 26, 1995,
December 14, 1995, December 19, 1995, January 12, 1996, January 18, 1996,
January 19, 1996 and February 5, 1996.
(iv) The description of the Common Stock and the purchase rights for
units of Junior Participating Preferred Stock set forth in the Company's
Registration Statements filed pursuant to Section 12 of the Exchange Act
and any amendment or report filed for the purpose of updating such
descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby incorporates by reference the following financial
statements of Chase:
(i) The audited consolidated statements of condition of Chase and
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, cash flows and changes in stockholders'
equity for each of the years in the three-year period ended December 31,
1994 (incorporated by reference to pages 51 through 77 of Chase's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File No.
1-5945)).
(ii) The unaudited consolidated statement of condition of Chase as of
September 30, 1995 and the unaudited consolidated statements of income,
cash flows and changes in stockholders' equity of Chase and subsidiaries
for the nine-months ended September 30, 1995 and 1994 (incorporated by
reference to pages 4 through 8 of Chase's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No. 1-5945)).
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Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than exhibits
specifically incorporated by reference therein). Written requests should be
directed to:
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Attention: Office of the Secretary
Telephone requests may be directed to (212) 270-4040
THE COMPANY
GENERAL
The Company is a bank holding company organized under the laws of Delaware
in 1968 and registered under the Bank Holding Company Act of 1956, as amended.
The Company conducts domestic and international financial services businesses
through various bank and non-bank subsidiaries. As of the date hereof, the
principal bank subsidiaries of the Company are Chemical Bank, a New York banking
corporation ("Chemical Bank"), and Texas Commerce Bank National Association, a
subsidiary of Texas Commerce Equity Holdings, Inc., a bank holding company
subsidiary of the Company ("Texas Commerce").
At September 30, 1995, the Company had total assets of approximately
$182.9 billion and stockholders' equity of approximately $11.9 billion. As of
that date, the Company ranked as the fifth largest bank holding company in the
United States in terms of total assets, and Chemical Bank ranked as the fourth
largest bank in the United States in terms of deposits. At September 30, 1995,
Chemical Bank had total assets of approximately $144.8 billion, total loans of
approximately $67.1 billion and total deposits of approximately $84.5 billion.
Texas Commerce is the second largest bank holding company in Texas in terms of
total deposits and, as of September 30, 1995, had total assets of approximately
$20.1 billion.
MERGER WITH THE CHASE MANHATTAN CORPORATION
On August 28, 1995, the Company and Chase announced their definitive
agreement to enter into the Merger. The Merger will be a stock-for-stock
transaction that will create the largest bank in the United States. The Merger
Agreement provides that each outstanding share of Chase common stock will be
exchanged for 1.04 shares of the Common Stock on a tax-free basis and that all
of Chase's series of preferred stock will be exchanged for similar preferred
stock of the Company. The Merger is expected to qualify as a "pooling of
interests" for accounting and financial reporting purposes. All required
stockholder and regulatory approvals of the Merger have been obtained, and it is
currently anticipated that the Merger will become effective on March 31, 1996.
The new institution, which will adopt the Chase name, will have nearly $300
billion in assets and $20 billion in stockholders' equity.
USE OF PROCEEDS
Assuming the Warrants are exercised in full after the effective date of
the Merger, the Company will receive aggregate proceeds in the amount of
$74,322,256 before deducting estimated expenses of $105,629. Any proceeds to the
Company from the sale of any shares of Common Stock upon exercise of the
Warrants will be used by the Company for general corporate purposes, which may
include the redemption of certain of the Company's outstanding preferred stock
or other capital instruments, repayment of outstanding indebtedness of the
Company or advances to or investments in banking and non-banking subsidiaries of
the Company.
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DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
GENERAL
On June 17, 1992, Chase approved the settlement of the Class Action and
agreed to issue and distribute the Warrants to a Claims Administrator, for
further distribution to claimants and their counsel, pursuant to a Settlement
Agreement executed by the parties as of July 23, 1992 and approved by the court.
Pursuant to the Merger Agreement and the Warrant Agreement (as defined below),
upon the effectiveness of the Merger, the Warrants, which prior to the Merger
are exercisable for the common stock of Chase, will become exercisable for
Common Stock of the Company.
The shares of Common Stock offered hereby are being offered directly by
the Company to the holders of the Warrants. The Company will reserve 2,233,157
shares of Common Stock for issuance upon exercise of the Warrants. See
"DESCRIPTION OF CAPITAL STOCK."
The Warrants were issued in fully registered, certificated form (the
"Warrant Certificates") under the provisions of a Warrant Agreement dated as of
July 24, 1992 (the "Warrant Agreement"), between Chase and Mellon Securities
Trust Company, as warrant agent (the "Warrant Agent"). Pursuant to the terms of
the Warrant Agreement and applicable Delaware law, upon effectiveness of the
Merger, the Company, as the surviving corporation in the Merger, will succeed to
all of the rights and obligations of Chase under the Warrant Agreement. The
following summary description of the Warrants and Warrant Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Warrant Agreement, which is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part.
As of February 29, 1996, there were 2,147,266 Warrants outstanding and
unexercised, each of which was exercisable for one share of common stock of
Chase at an exercise price of $34.6125. Upon effectiveness of the Merger, each
Warrant shall entitle the registered holder thereof (the "Warrantholder") to
purchase 1.04 shares of Common Stock at an aggregate exercise price of $34.6125
(or $33.28125 per share of Common Stock of the Company). The Warrants expire on
June 30, 1996.
TRANSFER AND EXCHANGE
Warrants may be presented for exchange or registration of transfer (with
the form of assignment on the reverse thereof duly completed and executed) at
the office or agency maintained by the Company for that purpose (initially the
corporate trust office of the Warrant Agent, but subject to change by the
Company). Upon the surrender of a Warrant Certificate for transfer, a new
Warrant Certificate will be issued and delivered, in the name of the assignee
and in the denomination or denominations (in a whole number of Warrants)
specified in such form of assignment. If less than all of the Warrants evidenced
by a Warrant Certificate are being transferred, a new Warrant Certificate will
be issued to the transferor for the Warrants not being transferred. The Warrants
are currently listed on the New York Stock Exchange as securities of Chase.
Application has been made by the Company to continue to list the Warrants on the
New York Stock Exchange after the effectiveness of the Merger as securities of
the Company.
EXERCISE OF WARRANTS
The Warrants can be exercised by surrendering to the office or agency
maintained by the Company for that purpose (initially the corporate trust office
of the Warrant Agent but subject to change by the Company) a Warrant Certificate
with the form of election to purchase on the reverse thereof duly completed and
signed by the Warrantholder or his or her duly authorized agent indicating the
Warrantholder's election to exercise all or a portion (consisting of whole
Warrants) of the Warrants evidenced by such Certificate accompanied by payment
of the agreed exercise price of the Warrants to be exercised, which payment may
be made in the form of cash or a certified or official bank check payable to the
order of the Warrant Agent equal to the aggregate purchase price. The Warrant
Agent will return a certificate evidencing the number of shares of Common Stock
issued upon exercise of the Warrant, together with cash in lieu of fractional
shares to the extent permitted as described below and, if less than all of the
shares covered by the Warrant Certificate are being purchased, a new Warrant
Certificate exercisable for the remaining shares covered by the Warrant
Certificate.
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ADJUSTMENT TO EXERCISE PRICE
As a result of the Merger, in accordance with the Warrant Agreement, each
Warrant will become exercisable for 1.04 shares of Common Stock for an exercise
price per Warrant of $34.6125 (or $33.28125 per share of Common Stock). The
Company will provide notice to each Warrantholder of the occurrence of such
adjustment as a result of the Merger. The Warrant Agreement provides for further
adjustments of the exercise price to account for payments by the Company of
stock dividends, other distributions to all holders of its Common Stock of
additional shares of its Common Stock, issuance of certain rights, options or
warrants to all holders of its Common Stock, certain subdivisions or
reclassifications of outstanding shares of its Common Stock, distributions to
all holders of Common Stock of evidences of indebtedness or assets of the
Company, and distributions to all holders of its Common Stock of other
securities of the Company or rights or warrants to subscribe for such
securities. The Warrants permit the Company to make additional reductions in the
exercise price in order that any event treated for federal income tax purposes
as a dividend of stock or stock rights shall not be taxable to the recipients of
Warrants.
MODIFICATION AND WAIVER
The Company and the Warrant Agent may from time to time supplement or
amend the Warrant Agreement or the provisions of the Warrant Certificates
without the approval of any holders of Warrant Certificates in order to cure any
ambiguity, to correct or supplement any provision contained therein that may be
defective or inconsistent with the other provisions therein, or to make any
other provisions in regard to matters or questions arising thereunder that are
not inconsistent with the provisions of the Warrant Certificates and do not
adversely affect the interest of the Warrantholders.
FRACTIONAL INTERESTS
No Warrant Certificate evidencing a fraction of a Warrant, fractions of
shares of Common Stock on the exercise of the Warrants, or cash in lieu of
fractional shares will be issued. Notwithstanding the foregoing, as a result of
the Merger, each Warrant Certificate outstanding immediately prior to the Merger
shall, upon effectiveness of the Merger and pursuant to the terms of the Warrant
Agreement, automatically become exercisable for a number of whole shares of
Common Stock equal to 1.04 times the number of shares of Common Stock into which
the Warrants evidenced by such Warrant Certificate were exercisable immediately
prior to the Merger, plus cash in lieu of any fractional shares of Common Stock
issuable upon exercise of the Warrants evidenced by such Warrant Certificate.
NO RIGHTS AS STOCKHOLDERS
The Warrantholders as such are not entitled to vote, receive dividends or
exercise any of the rights of holders of shares of Common Stock for any purpose
until such Warrants have been duly exercised and payment of the purchase price
has been made.
DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is subject in
all respects to the applicable provisions of the Delaware General Corporation
Law (the "DGCL"), the Company's Restated Certificate of Incorporation (the
"Charter"), including the certificates of designations pursuant to which each
series of preferred stock, par value $1.00 per share, of the Company (the
"Preferred Stock") outstanding as of the date of this Prospectus (the "Existing
Preferred Stock"), and each series of Preferred Stock to be issued by the
Company upon conversion of each outstanding series of preferred stock of Chase
in the Merger (the "Merger Preferred Stock"), were or will be issued and the
terms of the Rights Agreement described below under "Rights Plan". The Charter,
such certificates of designation and the Rights Agreement are included as
exhibits to the Registration Statement of which this Prospectus forms a part. On
January 19, 1996, the Company's Board of Directors announced its decision to
redeem all Rights (as defined below) issued pursuant to the Rights Agreement
through the payment of a redemption price of $0.01 per share with respect to
each Right outstanding as of the record date of April 4, 1996. Upon payment of
the redemption price, no Rights will thereafter be deemed to be attached to the
Common Stock then outstanding or thereafter issued and all of the rights and
obligations of the Company and its stockholders pursuant to the Rights Agreement
will terminate.
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COMMON STOCK
General. The Company is currently authorized to issue up to 400,000,000
shares of Common Stock. Immediately prior to the consummation of the Merger, the
Charter will be amended and restated to, among other things, increase the number
of authorized shares of Common Stock to 750,000,000. As of December 31, 1995,
the Company had outstanding 250,516,074 shares of Common Stock and 4,414,830
shares held in its treasury. As of December 31, 1995, approximately 15,131,468
shares of Common Stock were reserved for issuance upon exercise of outstanding
stock options, under various employee or non-employee director incentive,
compensation and stock purchase plans and under the Company's Dividend
Reinvestment Plan and 50,170,882 shares were reserved for issuance upon exercise
of an option granted to Chase in connection with the execution and delivery of
the Merger Agreement.
Dividend Rights. Holders of Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors of the Company, out of funds
legally available therefor, provided that, so long as any shares of Preferred
Stock are outstanding, no dividends (other than dividends payable in Common
Stock) or other distributions (including redemptions and purchases) may be made
with respect to the Common Stock unless full cumulative dividends on the shares
of Preferred Stock have been paid.
Voting Rights. Subject to the rights, if any, of the holders of any series
of Preferred Stock, all voting rights are vested in the holders of shares of
Common Stock, each share being entitled to one vote on each matter presented for
a vote, including the election of directors. Holders of shares of Common Stock
have noncumulative voting rights, which means that the holders of more than 50%
of the shares voting for the election of directors can elect 100% of the
directors, and, in such event, the holders of the remaining shares voting for
the election of directors will not be able to elect any directors.
Rights Upon Liquidation. In the event of the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, after there have
been paid or set aside for the holders of all series of Preferred Stock the full
preferential amounts to which such holders are entitled, the holders of Common
Stock will be entitled to share equally and ratably in any assets remaining
after the payment of all debts and liabilities.
Miscellaneous. The issued and outstanding shares of Common Stock are fully
paid and nonassessable. Holders of shares of Common Stock are not entitled to
preemptive rights. Shares of Common Stock are not convertible into shares of any
other class of capital stock. Chemical Mellon Shareholder Services, L.L.C. is
the transfer agent, registrar and dividend disbursement agent for the Common
Stock.
PREFERRED STOCK
General. Under the Charter, the Board of Directors of the Company is
authorized, without further stockholder action, to provide for the issuance of
up to 200,000,000 shares of Preferred Stock, in one or more series, with such
voting powers and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions, as shall be set forth in resolutions providing for the issue
thereof adopted by the Company's Board of Directors or a duly authorized
committee thereof. The Company may amend from time to time the Charter to
increase the number of authorized shares of Preferred Stock in the manner
provided in the Charter and the DGCL.
As of December 31, 1995, the Company had outstanding six series of
Existing Preferred Stock as follows: (i) 4,000,000 shares of 10.96% Preferred
Stock (the "10.96% Preferred"); (ii) 14,000,000 shares of 8-3/8% Preferred Stock
(the "8-3/8% Preferred"); (iii) 2,000,000 shares of 7.92% Cumulative Preferred
Stock (the "7.92% Preferred"); (iv) 2,000,000 shares of 7.58% Cumulative
Preferred Stock (the "7.58% Preferred"), (v) 2,000,000 shares of 7-1/2%
Cumulative Preferred Stock (the "7-1/2% Preferred") and (vi) 2,000,000 shares of
Adjustable Rate Cumulative Preferred Stock, Series L (the "Series L Preferred").
In addition, as of December 31, 1995, 4,000,000 shares of Preferred Stock,
designated as Junior Participating Preferred Stock, were reserved for issuance
pursuant to the Rights Agreement described below under "Rights Plan". The shares
of 7.92% Preferred, 7.58% Preferred and 7.50% Preferred are represented by
Depositary Shares each representing 0.25 of a share.
Pursuant to the Merger Agreement, each share of Preferred Stock of
Chase outstanding immediately prior to the effective time of the Merger will be
converted into one share of a newly-issued series of Merger Preferred Stock
having substantially the same terms as the series of preferred stock of Chase
being so converted.The Company's Board of
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Directors has authorized the creation of the following series of Merger
Preferred Stock in accordance with the terms of the Merger Agreement: (i) up to
5,600,000 shares of 10-1/2% Cumulative Preferred Stock of the Company (the
"10-1/2% Merger Preferred") issuable upon conversion in the Merger of Chase's
Preferred Stock, 10-1/2% Series G, (ii) up to 4,000,000 shares of 9.76%
Cumulative Preferred Stock of the Company (the "9.76% Merger Preferred")
issuable upon conversion in the Merger of Chase's Preferred Stock, 9.76% Series
H, (iii) up to 8,000,000 shares of 10.84% Cumulative Preferred Stock of the
Company (the "10.84% Merger Preferred") issuable upon conversion in the Merger
of Chase's Preferred Stock, 10.84% Series I, (iv) up to 6,000,000 shares of
9.08% Cumulative Preferred Stock of the Company (the "9.08% Merger Preferred")
issuable upon conversion in the Merger of Chase's Preferred Stock, 9.08% Series
J, (v) up to 6,800,000 shares of 8-1/2% Cumulative Preferred Stock of the
Company (the "8-1/2% Merger Preferred") issuable upon conversion in the Merger
of Chase's Preferred Stock, 8-1/2% Series K, (vi) up to 9,600,000 shares of
8.32% Cumulative Preferred Stock of the Company (the "8.32% Merger Preferred")
issuable upon conversion in the Merger of Chase's Preferred Stock, 8.32% Series
L, (vii) up to 6,900,000 shares of 8.40% Cumulative Preferred Stock of the
Company (the "8.40% Merger Preferred") issuable upon conversion in the Merger of
Chase's Preferred Stock, 8.40% Series M and (viii) up to 9,100,000 shares of
Adjustable Rate Preferred Stock, Series N, of the Company (the "Series N Merger
Preferred") issuable upon conversion in the Merger of Chase's Preferred Stock,
Adjustable Rate Series N.
Dividends. Each series of Preferred Stock (including, upon issuance, each
series of Merger Preferred Stock) ranks on a parity as to dividends with each
other series of Preferred Stock and all such series have a preference over the
Common Stock with respect to the payment of dividends. Holders of Preferred
Stock (including, upon issuance, the Merger Preferred Stock) of each series are
entitled to receive, when, as and if declared by the Company's Board of
Directors, out of assets of the Company legally available therefor, cumulative
cash dividends. The amounts of the cumulative dividends on the Series L
Preferred and the Series N Merger Preferred vary with the interest rates on
certain U.S. Government obligations.
Rights Upon Liquidation. Each series of Preferred Stock (including, upon
issuance, each series of Merger Preferred Stock) ranks on a parity with each
other series of Preferred Stock as to the distribution of assets in the event of
a liquidation, dissolution or winding up of the Company, and all such series
have a preference over the Common Stock with respect to any such distribution of
assets. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of each series of Preferred Stock
(including, upon issuance, the Merger Preferred Stock) will be entitled to
receive out of assets of the Company available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock or any
other class of stock ranking junior to such series of Preferred Stock upon
liquidation, liquidating distributions as follows: (i) the holders of 7.92%
Preferred, 7.58% Preferred, 7-1/2% Preferred and Series L Preferred are each
entitled to receive a distribution of $100 per share plus, in each case, accrued
and unpaid dividends, if any; and (ii) the holders of 10.96% Preferred, 8-3/8%
Preferred and each series of Merger Preferred Stock are each entitled to receive
a distribution of $25 per share plus, in each case, accrued and unpaid
dividends, if any.
Redemption. Each series of Preferred Stock (including, upon issuance, the
Merger Preferred Stock) is redeemable at the option of the Company in each case
at a redemption price equal to its liquidation value, plus accrued and unpaid
dividends thereon, if any, to the date fixed for redemption, as follows:
7
<PAGE> 9
REDEEMABLE ON
SERIES OF PREFERRED STOCK OR AFTER
- -------------------------------- -----------------------------
10.96% Preferred June 30, 2000
8-3/8% Preferred June 1, 1997
7.92% Preferred October 1, 1997
7.58% Preferred April 1, 1998
7-1/2% Preferred June 1, 1998
Series L Preferred June 30, 1999
10-1/2% Merger Preferred September 30, 1998
9.76% Merger Preferred September 30, 1999
10.84% Merger Preferred June 30, 2001
9.08% Merger Preferred March 31, 1997
8-1/2% Merger Preferred June 30, 1997
8.32% Merger Preferred September 30, 1997
8.40% Merger Preferred March 31, 1998
Series N Merger Preferred June 30, 1999
Voting Rights. If at the time of any annual meeting of the Company's
stockholders the equivalent of six quarterly dividends payable on any series of
Preferred Stock (including, upon issuance, the Merger Preferred Stock) are in
default, the number of directors of the Company will be increased by two and the
holders of all outstanding series of Preferred Stock, voting as a single class
without regard to series, will be entitled to elect those additional two
directors at each such annual meeting.
The affirmative vote or consent of the holders of at least two-thirds of
the outstanding shares of any series of Existing Preferred Stock, voting as a
separate class, is required for any amendment of the Charter which would
adversely affect the powers, preferences, privileges or rights of such series of
Existing Preferred Stock. The affirmative vote or consent of the holders of
shares representing at least two-thirds of the voting power of the outstanding
shares of any series of Existing Preferred Stock and any other series of
Preferred Stock ranking on a parity with such series of Existing Preferred Stock
as to dividends or upon liquidation, voting as a single class without regard to
series, is required to create, authorize or issue, or reclassify any stock of
the Company into, any additional class or series of stock ranking prior to such
series of Existing Preferred Stock as to dividends or upon liquidation, or to
create, authorize or issue any obligation or security convertible into or
exercisable for any such prior ranking Preferred Stock.
Each series of Merger Preferred Stock provides that the affirmative vote
or consent of the holders of at least two-thirds of the outstanding shares of
each series of Preferred Stock (including, upon issuance, the Merger Preferred
Stock), voting as a separate class (with holders of each such series of
Preferred Stock being entitled to cast one vote per share), will be required (a)
to create any class or series of stock which shall have preference as to
dividends or distribution of assets over any outstanding series of Preferred
Stock other than a series which shall not have any right to object to such
creation or (b) alter or change the provisions of the Charter so as to adversely
affect the voting powers, preferences or special rights of the holders of a
series of Preferred Stock; provided that such amendment need only be approved by
at least two-thirds of the holders of shares of series of Preferred Stock
adversely affected thereby.
Miscellaneous. No series of Existing Preferred Stock (or, upon issuance,
Merger Preferred Stock) is (or, in the case of the Merger Preferred Stock, will
be) convertible into shares of Common Stock or other securities. No series of
Existing Preferred Stock or Merger Preferred Stock is subject to preemptive
rights. Chemical Mellon Shareholder Services, L.L.C. is the transfer agent,
registrar and dividend disbursement agent for the Preferred Stock (including,
upon issuance, the Merger Preferred Stock) and any Depositary Shares
representing an interest therein.
SHAREHOLDERS' RIGHTS PLAN
The Company adopted a shareholders' rights plan (the "Rights Plan") which
was intended to protect stockholders in the event of unsolicited offers or
attempts to acquire the Company. Pursuant to the Rights Plan, the Board of
Directors of
8
<PAGE> 10
the Company declared a dividend distribution of one right (each a "Right") for
each outstanding share of Common Stock to stockholders of record at the close of
business on April 24, 1989 and authorized the issuance of one Right (as adjusted
pursuant to the Rights Agreement (as defined below)) for each share of Common
Stock issued thereafter.
The Rights were initially and will continue to be attached to all
certificates representing Common Stock (including shares issued in the Merger).
Pursuant to the Rights Agreement, upon the occurrence of certain unsolicited
takeover attempts for the Company, the Rights will separate from the Common
Stock and entitle the registered holders of such Rights to purchase from the
Company units consisting of one one-hundredth of a share of Junior Participating
Preferred Stock of the Company at a price of $150 per unit, subject to
adjustment. In addition, pursuant to the Rights Agreement, upon the occurrence
of certain events, the Rights entitle the holders thereof (other than the
potential acquiror and its affiliates) to receive, upon exercise, Common Stock
or other property of the Company (or in certain cases the acquiring company in
the takeover) valued at two times the exercise price of the Rights.
The Rights Agreement provides that the Company, by action of its Board of
Directors, may redeem the Rights in whole, but not in part, at a redemption
price of $0.01 per Right. On January 19, 1996, the Company's Board of Directors
announced its decision to redeem all Rights outstanding as of August 4, 1996,
through the payment of the redemption price with respect to all such Rights to
the holders of record thereof as of such date. As a result of such board action,
the Rights now represent only the right of holders of record as of such record
date to receive the redemption price with respect to the Rights. Upon payment of
the redemption price, no Rights will thereafter be attached to the Common Stock
then outstanding or thereafter issued, and all of the rights and obligations of
the Company and its stockholders pursuant to the Rights Agreement will
terminate.
The description and terms of the Rights are set forth in the Rights
Agreement, dated as of April 13, 1989 and amended on July 15, 1991 and August
27, 1995 (as so amended, the "Rights Agreement"), between the Company and
Chemical Bank, as Rights Agent.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without
the approval of the Board of Directors of the Company unless the offer is
conditioned on a substantial number of Rights being acquired.
FEDERAL INCOME TAX CONSEQUENCES
Holders of Warrants will not recognize any gain or loss on the purchase of
Common Stock for cash upon exercise of the Warrants. The tax basis of the Common
Stock received will be equal to the tax basis, as adjusted, in the Warrants so
exercised, plus the cash exercise price. The holding period of the Common Stock
received will not include any period during which the Warrants were held, but
instead will commence upon exercise of the Warrants. Holders of Warrants should
consult their own tax advisors concerning the federal income tax consequences of
the receipt, sale, exchange or other disposition of the Warrants or of the
Common Stock issuable upon exercise thereof, and concerning their tax basis in
the Warrants. Such holders should also consult their own tax advisors as to the
tax treatment arising from the application of foreign, state or local tax laws
and regulations.
VALIDITY OF SHARES OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Simpson Thacher & Bartlett, New York, New York.
EXPERTS
The consolidated financial statements of the Company and Chase
incorporated into this Prospectus by reference to their respective Annual
Reports on Form 10-K for the fiscal year ending December 31, 1994 have been
audited by Price Waterhouse LLP, independent accountants for each of the Company
and Chase, and have been so incorporated in reliance on the reports of Price
Waterhouse LLP set forth therein, given on the authority of such firm as experts
in auditing and accounting.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.................$25,629
Legal fees and expenses............................................. 25,000
Accounting fees and expenses..........................................5,000
Blue Sky fees and expenses...........................................20,000
Printing and engraving...............................................20,000
Miscellaneous....................................................... 10,000
--------
$105,629
========
</TABLE>
All of the above expenses except the Securities and Exchange Commission
registration fee are estimated. All of the above expenses will be paid by the
Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
The DGCL also provides corporations with the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar capacity for another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her in any such capacity, or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify him or her against such
liability as described above.
The Restated Certificate of Incorporation of Chemical Banking Corporation
(the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or elimination of the liability of
directors, no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.
The Registrant's Restated Certificate of Incorporation empowers the
Registrant to indemnify any director, officer, employee or agent of the
Registrant or any other person who is serving at the Registrant's request in any
such capacity with another corporation, partnership, joint venture, trust or
other enterprise (including, without limitation, an employee benefit plan) to
the fullest extent permitted under the DGCL as from time to time in effect, and
any such indemnification may continue as to any person who has ceased to be a
director, officer, employee or agent and may inure to the benefit of the heirs,
executors and administrators of such a person.
II-1
<PAGE> 12
The Registrant's Restated Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors, notwithstanding any interest of
the directors in the action, to purchase and maintain insurance in such amounts
as the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Registrant or any other person who is serving at the
Registrant's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or incurred by
him in any such capacity arising out of his status as such (including, without
limitation, expenses, judgments, fines (including any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement) to the fullest extent permitted under the DGCL as from time to time
in effect, whether or not the Registrant would have the power or be required to
indemnify any such individual under the terms of any agreement or by-law or the
DGCL.
In addition, the Registrant's By-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The By-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Registrant or, at the request of the Registrant, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the
By-laws, entitle the persons to be indemnified to be reimbursed for the expenses
of prosecuting any such claim against the Registrant and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Registrant. Such provisions, however, are intended to be in furtherance
and not in limitation of the general right to indemnification provided in the
By-laws, which right of indemnification and of advancement of expenses is not
exclusive.
The Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
ITEM 16. EXHIBITS
4.1 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)
4.2 Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series L, of Chemical Banking Corporation
(incorporated by reference to Exhibit 2 of the Registration
Statement on Form 8-A of Chemical Banking Corporation dated June
6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated
by reference to Exhibit 3.2 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical
Banking Corporation and Chemical Bank (as successor rights agent
to Harris Trust Company of New York) (incorporated by reference to
Exhibit 1 to the Registration Statement on Form 8-A of Chemical
Banking Corporation dated April 13, 1989)
4.5 Form of Amended and Restated Certificate of Incorporation of
Chemical Banking Corporation
4.6 Warrant Agreement between The Chase Manhattan Corporation and
Mellon Securities Trust Company (incorporated by reference to
Exhibit (4)(e) to the Registration Statement on Form S-3 of The
Chase Manhattan Corporation (Reg. No. 33-63018) filed May 19,
1993)
4.7 Form of Warrant Certificate (incorporated by reference to Exhibit
(4)(f) to the Registration Statement on Form S-3 of The Chase
Manhattan Corporation (Reg. No. 33-63018) filed May 19, 1993)
5 Opinion of Simpson Thacher & Bartlett regarding the legality of
securities being issued
II-2
<PAGE> 13
23.1 Consent of Price Waterhouse as to the financial statements of
Chemical Banking Corporation
23.2 Consent of Price Waterhouse as to the financial statements of The
Chase Manhattan Corporation
23.3 Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
24 Powers of Attorney
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York City, State of New York, on
March 4, 1996.
CHEMICAL BANKING CORPORATION
By /s/ John B. Wynne
-------------------------
(John B. Wynne, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive Officer and March 4, 1996
- ------------------------ Director
Walter V. Shipley
* President and Director March 4, 1996
- ------------------------
Edward D. Miller
* Director March 4, 1996
- ------------------------
Frank A. Bennack, Jr.
* Director March 4, 1996
- ------------------------
Michel C. Bergerac
* Director March 4, 1996
- ------------------------
Randolph W. Bromery
* Director March 4, 1996
- ------------------------
Charles W. Duncan, Jr.
* Director March 4, 1996
- ------------------------
Melvin R. Goodes
* Director March 4, 1996
- ------------------------
George V. Grune
* Director March 4, 1996
- ------------------------
William B. Harrison, Jr.
* Director March 4, 1996
- ------------------------
Harold S. Hook
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director March 4, 1996
- ------------------------
J. Bruce Llewellyn
* Director March 4, 1996
- ------------------------
John P. Mascotte
* Director March 4, 1996
- ------------------------
John F. McGillicuddy
* Director March 4, 1996
- ------------------------
Andrew C. Sigler
* Director March 4, 1996
- ------------------------
Michael I. Sovern
* Director March 4, 1996
- ------------------------
John R. Stafford
* Director March 4, 1996
- ------------------------
W. Bruce Thomas
* Director March 4, 1996
- ------------------------
Marina v.N. Whitman
* Director March 4, 1996
- ------------------------
Richard D. Wood
* Executive Vice President March 4, 1996
- ------------------------ and Chief Financial Officer
Peter J. Tobin (Principal Financial Officer)
* Controller March 4, 1996
- ------------------------ (Chief Accounting Officer)
Joseph L. Sclafani
</TABLE>
* John B. Wynne hereby signs this Registration Statement on March 4, 1996, on
behalf of each of the above-named Directors and Officers of the Registrant
above whose typed names asterisks appear, pursuant to powers of attorney
duly executed by such Directors and Officers and filed with the Securities
and Exchange Commission as exhibits to this Registration Statement.
/s/ John B. Wynne
----------------------
John B. Wynne
Attorney-in-fact
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
<S> <C>
4.1 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)
4.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit
2 of the Registration Statement on Form 8-A of Chemical Banking Corporation
dated June 6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31,
1993 of Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris Trust
Company of New York) (incorporated by reference to Exhibit 1 to the
Registration Statement on Form 8-A of Chemical Banking Corporation dated April
13, 1989)
4.5 Form of Amended and Restated Certificate of Incorporation of Chemical Banking
Corporation
4.6 Warrant Agreement between The Chase Manhattan Corporation and Mellon
Securities Trust Company (incorporated by reference to Exhibit (4)(e) to the
Registration Statement on Form S-3 of The Chase Manhattan Corporation (Reg.
No. 33-63018) filed May 19, 1993)
4.7 Form of Warrant Certificate (incorporated by reference to Exhibit (4)(f) to the
Registration Statement on Form S-3 of The Chase Manhattan Corporation
(Reg. No. 33-63018) filed May 19, 1993.
5 Opinion of Simpson Thacher & Bartlett regarding the legality of securities being
issued
23.1 Consent of Price Waterhouse as to financial statements of Chemical Banking
Corporation
23.2 Consent of Price Waterhouse as to financial statement of The Chase Manhattan
Corporation
23.3 Consent of Simpson Thacher & Bartlett (contained in exhibits 5 and 8.1)
24 Powers of Attorney
</TABLE>
<PAGE> 1
Exhibit 4.5
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
of
CHEMICAL BANKING CORPORATION
Under Section 245
of the
General Corporation Law of the State of Delaware
We, Walter V. Shipley, Chairman, and John B. Wynne,
Secretary, of Chemical Banking Corporation (the "Corporation") do
hereby certify under the seal of the Corporation as follows:
First: The name of the Corporation is Chemical Banking
Corporation; the Corporation was originally incorporated as Chemical New York
Corporation.
Second: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware in Dover,
Delaware, on the 28th day of October, 1968.
Third: This Amended and Restated Certificate of Incorporation
was duly adopted in accordance with Section 245 of the General Corporation Law
of the State of Delaware and amends the provisions of the Corporation's Restated
Certificate of Incorporation as heretofore restated, amended and supplemented.
Fourth: The text of the Restated Certificate of Incorporation
of said Chemical Banking Corporation, as amended, is hereby amended and restated
to read in full, as follows:
FIRST. The name of the Corporation is
THE CHASE MANHATTAN CORPORATION
SECOND. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware. Without limiting in any manner the scope and
generality of the foregoing, the Corporation shall have the following purposes
and powers:
(1) To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge, or otherwise dispose of or deal in and with any and
all securities, as such term is hereinafter defined, issued or created
by any
<PAGE> 2
2
corporation, firm, organization, association or other entity, public or
private, whether formed under the laws of the United States of America
or of any state, commonwealth, territory, dependency or possession
thereof, or of any foreign country or of any political subdivision,
territory, dependency, possession or municipality thereof, or issued or
created by the United States of America or any state or commonwealth
thereof or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the
foregoing, and as owner thereof to possess and exercise all the rights,
powers and privileges of ownership, including the right to execute
consents and vote thereon;
(2) to make, establish and maintain investments in securities,
and to supervise and manage such investments;
(3) to cause to be organized under the laws of the United
States of America or of any state, commonwealth, territory, dependency
or possession thereof, or of any foreign country or of any political
subdivision, territory, dependency, possession or municipality thereof,
one or more corporations, firms, organizations, associations or other
entities and to cause the same to be dissolved, wound up, liquidated,
merged or consolidated;
(4) to acquire by purchase or exchange, or by transfer to or
by merger or consolidation with the Corporation or any corporation,
firm, organization, association or other entity owned or controlled,
directly or indirectly, by the Corporation, or to otherwise acquire,
the whole or any part of the business, good will, rights or other
assets of any corporation, firm, organization, association or other
entity, and to undertake or assume in connection therewith the whole or
any part of the liabilities and obligations thereof, to effect any such
acquisition in whole or in part by delivery of cash or other property,
including securities issued by the Corporation, or by any other lawful
means;
(5) to make loans and give other forms of credit, with or
without security, and to negotiate and make contracts and agreements in
connection therewith;
(6) to aid by loan, subsidy, guaranty or in any other lawful
manner any corporation, firm, organization, association or other entity
of which any securities are in any manner directly or indirectly held
by the Corporation or in which the Corporation or any such corporation,
firm, organization, association or entity may be or become otherwise
interested; to guarantee the payment of dividends on any stock issued
by any such corporation, firm, organization, association or entity; to
guarantee or, with or without recourse against any such corporation,
firm, organization, association or entity, to assume the payment
<PAGE> 3
3
of the principal of, or the interest on, any obligations issued or
incurred by such corporation, firm, organization, association or
entity; to do any and all other acts and things for the enhancement,
protection or preservation of any securities which are in any manner,
directly or indirectly, held, guaranteed or assumed by the Corporation,
and to do any and all acts and things designed to accomplish any such
purpose;
(7) to borrow money for any business, object or purpose of the
Corporation from time to time, without limit as to amount; to issue any
kind of evidence of indebtedness, whether or not in connection with
borrowing money, including evidences of indebtedness convertible into
stock of the Corporation, to secure the payment of any evidence of
indebtedness by the creation of any interest in any of the property or
rights of the Corporation, whether at that time owned or thereafter
acquired;
(8) to render service, assistance, counsel and advice to, and
to act as representative or agent in any capacity (whether managing,
operating, financial, purchasing, selling, advertising or otherwise)
of, any corporation, firm, organization, association or other entity;
and
(9) to engage in any commercial, financial, mercantile,
industrial, manufacturing, marine, exploration, mining, agricultural,
research, licensing, servicing, or agency business not prohibited by
law, and any, some or all of the foregoing.
The term "securities" as used in this Certificate of
Incorporation shall mean any and all notes, stocks, treasury stocks, bonds,
debentures, evidences of indebtedness, certificates of interest or participation
in any profit-sharing agreement, collateral-trust certificates, preorganization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional undivided
interests in oil, gas, or other mineral rights, or, in general, any interests or
instruments commonly known as "securities", or any and all certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guaranties of, or warrants or rights to subscribe to or purchase, any of
the foregoing.
The purposes and powers specified in the foregoing paragraphs
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other paragraph in this
Certificate of Incorporation, but the purposes and powers specified in each of
the foregoing paragraphs of this Article THIRD shall be regarded as independent
purposes and powers.
<PAGE> 4
4
The Corporation shall possess and may exercise all powers and
privileges necessary or convenient to effect any or all of the foregoing
purposes, or to further any or all of the foregoing powers, and the enumeration
herein of any specific purposes or powers shall not be held to limit or restrict
in any manner the exercise by the Corporation of the general powers and
privileges now or hereafter conferred by the laws of the State of Delaware upon
corporations formed under the General Corporation Law of Delaware.
FOURTH. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is NINE HUNDRED FIFTY
MILLION, of which TWO HUNDRED MILLION shares shall be shares of preferred stock
of the par value of $1 per share (hereinafter called "Preferred Stock") and
SEVEN HUNDRED FIFTY MILLION shares shall be shares of common stock of the par
value of $1 per share (hereinafter called "Common Stock").
Any amendment to this Certificate of Incorporation which shall
increase or decrease the authorized capital stock of the Corporation may be
adopted by the affirmative vote of the holders of capital stock representing not
less than a majority of the voting power represented by the outstanding shares
of capital stock of the Corporation entitled to vote.
The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions thereof, of the Preferred Stock
shall be as follows:
(1) The Board of Directors is expressly authorized at any
time, and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such voting powers, full or
limited but not to exceed one vote per share, or without voting powers
and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by
the Board of Directors, and as are not stated and expressed in this
Certificate of Incorporation, or any amendment thereto, including (but
without limiting the generality of the foregoing) the following:
(a) the designation of such series;
(b) the dividend rate of such series, the conditions
and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the
dividends payable on any other class or classes or on any
other series of any class or classes of capital stock, and
whether such dividends shall be cumulative or non-cumulative;
<PAGE> 5
5
(c) whether the shares of such series shall be
subject to redemption by the Corporation, and, if made subject
to such redemption, the times, prices and other terms and
conditions of such redemption;
(d) the terms and amount of any sinking fund provided
for the purchase or redemption of the shares of such series;
(e) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class
or classes or of any other series of any class or classes of
capital stock of the Corporation, and, if provision be made
for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion
or exchange;
(f) the extent, if any, to which the holders of the
shares of such series shall be entitled to vote as a class or
otherwise with respect to the election of the directors or
otherwise; provided, however, that in no event shall any
holder of any series of Preferred Stock be entitled to more
than one vote for each share of such Preferred Stock held by
him;
(g) the restrictions, if any, on the issue or reissue
of any additional Preferred Stock;
(h) the rights of the holders of the shares of such
series upon the dissolution of, or upon the distribution of
assets of, the Corporation.
(2) Except as otherwise required by law and except for such
voting powers with respect to the election of directors or other
matters as may be stated in the resolutions of the Board of Directors
creating any series of Preferred Stock, the holders of any such series
shall have no voting power whatsoever.
(3) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's Adjustable Rate Cumulative Preferred Stock, Series L are
set forth in Appendix A hereto and are incorporated herein by
reference.
(4) The voting powers, designations, preferences, and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 10.96% Preferred Stock are set forth in Appendix B hereto
and are incorporated herein by reference.
<PAGE> 6
6
(5) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 8-3/8% Preferred Stock are set forth in Appendix C hereto
and are incorporated herein by reference.
(6) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 7.92% Cumulative Preferred Stock are set forth in
Appendix D hereto and are incorporated herein by reference.
(7) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 7.58% Cumulative Preferred Stock are set forth in
Appendix E hereto and are incorporated herein by reference.
(8) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 7-1/2% Cumulative Preferred Stock are set forth in
Appendix F hereto and are incorporated herein by reference.
(9) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 10-1/2% Cumulative Preferred Stock are set forth in
Appendix G hereto and are incorporated herein by reference.
(10) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 9.76% Cumulative Preferred Stock are set forth in
Appendix H hereto and are incorporated herein by reference.
(11) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 10.84% Cumulative Preferred Stock are set forth in
Appendix I hereto and are incorporated herein by reference.
(12) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 9.08% Cumulative Preferred Stock are set forth in
Appendix J hereto and are incorporated herein by reference.
<PAGE> 7
7
(13) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 8-1/2% Cumulative Preferred Stock are set forth in
Appendix K hereto and are incorporated herein by reference.
(14) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 8.32% Cumulative Preferred Stock are set forth in
Appendix L hereto and are incorporated herein by reference.
(15) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 8.40% Cumulative Preferred Stock are set forth in
Appendix M hereto and are incorporated herein by reference.
(16) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's Adjustable Rate Cumulative Preferred Stock, Series N are
set forth in Appendix N hereto and are incorporated herein by
reference.
FIFTH. The by-laws may be made, altered, amended or repealed
by the Board of Directors. The books of the Corporation (subject to the
provisions of the laws of the State of Delaware) may be kept outside of the
State of Delaware at such places as from time to time may be designated by the
Board of Directors.
SIXTH. (1) To the fullest extent that the General Corporation
Law of the State of Delaware as it exists on the date hereof or as it
may hereafter be amended permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
(2) The Corporation shall have the power to indemnify any
director, officer, employee or agent of the Corporation or any other
person who is serving at the request of the Corporation in any such
capacity with another corporation, partnership, joint venture, trust or
other enterprise (including, without limitation, any employee benefit
plan) to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it exists on the date hereof or as it may
hereafter be amended, and any such indemnification may continue as to
any person who has ceased to be a director, officer, employee or agent
and may inure
<PAGE> 8
8
to the benefit of the heirs, executors and administrators of
such a person.
(3) By action of its Board of Directors, notwithstanding any
interest of the directors in the action, the Corporation may purchase
and maintain insurance, in such amounts as the Board of Directors deems
appropriate, to protect any director, officer, employee or agent of the
Corporation or any other person who is serving at the request of the
Corporation in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) against any liability asserted
against him or incurred by him in any such capacity or arising out of
his status as such (including, without limitation, expenses, judgments,
fines and amounts paid in settlement) to the fullest extent permitted
by the General Corporation Law of the State of Delaware as it exists on
the date hereof or as it may hereafter be amended, and whether or not
the Corporation would have the power or would be required to indemnify
any such person under the terms of any agreement or by-law or the
General Corporation Law of the State of Delaware. For purposes of this
paragraph (3), "fines" shall include any excise taxes assessed on a
person with respect to any employee benefit plan.
SEVENTH. (1) Any action required or permitted to be
taken by the holders of Common Stock of the Corporation must
be effected at a duly called annual or special meeting of
the stockholders of the Corporation and may not be effected
by any consent in writing.
(2) Whenever the vote of holders of shares of any class or
series other than Common Stock at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action by
any provision of the General Corporation Law of the State of Delaware,
the meeting and vote of such stockholders may be dispensed with if such
action is taken with the written consent of such holders representing
not less than a majority of the voting power of all the capital stock
of such class or series entitled to be voted upon such action if a
meeting were held; provided that in no case shall the written consent
be by such holders having less than the minimum percentage of the vote
required by statute for such action, and provided that prompt notice is
given in writing to all such stockholders entitled to vote thereon of
the taking of corporate action without a meeting and by less than
unanimous written consent.
(3) Election of directors need not be by ballot unless the
by-laws so provide.
EIGHTH. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
<PAGE> 9
9
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
IN WITNESS WHEREOF, we have signed this certificate and caused
the corporate seal of the Corporation to be hereunto affixed this _____ day of
March, 1996.
------------------
Walter V. Shipley
Chairman
[Corporate Seal]
Attest:
- ------------------
John B. Wynne
Secretary
<PAGE> 10
Appendix A
CERTIFICATE OF DESIGNATIONS
OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES L
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY that the following
resolution was duly adopted by the Board of Directors of The Chase Manhattan
Corporation, a Delaware corporation (hereinafter called the "Corporation"), at a
meeting duly convened and held on April 28, 1987, at which a quorum was present
and acting throughout:
"RESOLVED that, pursuant to authority conferred upon the Board
of Directors by the Certificate of Incorporation of the Corporation
(hereinafter called the "Certificate of Incorporation"), the Board of
Directors hereby provides for the issuance of a series of Preferred
Stock of the Corporation to consist of 34,692,402 shares, and hereby
fixes the voting powers, designation, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the shares of
such series, in addition to those set forth in the Certificate of
Incorporation, as follows:
"(a) Designation. The designation of the series of
Preferred Stock created by this resolution shall be
"Adjustable Rate Cumulative Preferred Stock, Series C"
(hereinafter called this "Series") and the number of shares
constituting this Series is Thirty-four million six hundred
ninety-two thousand four hundred eighty-two (34,692,482).
Shares of this Series shall have a stated value of $12 per
share. 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 Executive Committee
thereof 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.
A-1
<PAGE> 11
"(b) Dividend Rates.
"(1) Dividend rates on the shares of this
Series shall be: (i) for the period (the "Initial
Dividend Period") from May 1, 1987, to and including
June 30, 1987, at 7.65% per annum of the stated value
thereof and (ii) for each quarterly dividend period
(hereinafter referred to as a "Quarterly Dividend
Period", and the Initial Dividend Period or any
Quarterly Dividend Period being hereinafter
individually referred to as a "Dividend Period" and
collectively referred to as "Dividend Periods")
thereafter, which quarterly dividend Periods shall
commence on January 1, April 1, July 1 and October 1
in each year and shall end on, and include the day
next preceding the first day of the next quarterly
dividend period, at a rate per annum of the stated
value thereof equal to the Effective Rate (as defined
in Paragraph (2) of this section (b)) in respect of
such quarterly dividend Period. Such dividends shall
be cumulative from the date of original issue of such
shares and shall be payable, when and as declared by
the Board of Directors or by a committee of said
Board duly authorized by said Board to declare such
dividends on March 31, June 30, September 30 and
December 31 of each year, commencing June 30, 1987.
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 30 days preceding the payment
date thereof, as shall be fixed by the Board of
Directors of the Corporation or by a committee of
said Board of Directors duly authorized to fix such
date. 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 a committee of said Board of
Directors duly authorized to fix such date.
"(2) Except as provided below in this
paragraph, the "Effective Rate" for any Quarterly
Dividend Period shall be (a) 1% less than (b) 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
Dividend Period. In the event that the Corporation
determines in good faith that for any reason
A-2
<PAGE> 12
"(i) any one of the Treasury
Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity
Rate cannot be determined for any Quarterly
Dividend Period, then the Effective Rate for
such Dividend Period shall be 1% less than
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 and the Thirty Year Constant Maturity
Rate can be determined for any Quarterly
Dividend Period, then the Effective Rate for
such Dividend Period shall be 1% less than
whichever such Rate can be so determined; or
"(iii) none of the Treasury Bill
Rate, the Ten Year Constant Maturity Rate
and the Thirty Year Constant Maturity Rate
can be determined for any Quarterly Dividend
Period, then the rate in effect for the
preceding Dividend Period (or, if the rate
being so continued is for the Initial
Dividend Period, a rate .5% higher than such
rate) shall be continued for such Dividend
Period.
Anything herein to the contrary notwithstanding, the Effective Rate for
any Quarterly Dividend Period shall in no event be less than 5-1/2% per
annum or greater than 11-1/2% per annum.
"(3) Except as provided below in this paragraph, the "Treasury
Bill Rate" for each Quarterly Dividend Period shall 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
shall be published during the relevant Calendar Period as provided
below) for three-month U.S. Treasury bills, as published weekly by the
Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") during the Calendar Period immediately prior to the last ten
calendar days of March, June, September or December, as the case may
be, prior to 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
Dividend Period shall 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 shall be published during
the relevant Calendar Period as provided below) for three-month U.S.
Treasury bills, as published weekly during such Calendar Period by any
Federal Reserve
A-3
<PAGE> 13
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 shall not be 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 Dividend Period shall 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 shall be
published during the relevant Calendar Period as provided below) for
all of the U.S. Treasury bills then having 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 shall 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 Dividend
Period shall 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 noninterest-bearing U.S. Treasury
securities with a 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 shall not be 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 Dividend Period
shall 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
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 shall not be generally available) to the
Corporation by at least three recognized dealers in U.S. Government
securities selected by the Corporation.
"(4) Except as provided below in this paragraph, the "Ten Year
Constant Maturity Rate" for each Quarterly Dividend Period shall 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 shall be published during the relevant Calendar
Period as provided below), as published weekly by the Federal Reserve
Board during the Calendar Period immediately prior to the last ten
calendar days of March, June,
A-4
<PAGE> 14
September or December, as the case may be, prior to 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
Dividend Period shall 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 shall be published
during the relevant Calendar Period as provided below), 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 shall not be
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 Dividend
Period shall be the arithmetic average of the two most recent weekly
per annum average yields to maturity (or the one weekly average yield
to maturity, if only one such yield shall be published during the
relevant Calendar Period as provided below) for all of the actively
traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having 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 shall 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 Dividend Period shall
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 shall not be
generally available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the Corporation.
"(5) Except as provided below in this paragraph, the "Thirty
Year Constant Maturity Rate" for each Quarterly Dividend Period shall
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 shall be published during the
relevant Calendar Period as provided below), as published weekly by
A-5
<PAGE> 15
the Federal Reserve Board during the Calendar Period immediately prior
to the last ten calendar days of March, June, September or December, as
the case may be, prior to 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 Dividend Period shall 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 shall be published during the relevant Calendar Period
as provided below), 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 shall not be 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 Dividend Period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one
weekly average yield to maturity, if only one such yield shall be
published during the relevant Calendar Period as provided below) for
all of the actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) then having 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 shall 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 for any Quarterly
Dividend Period as provided above in this paragraph, then the Thirty
Year Constant Maturity Rate for such Dividend Period shall 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 shall not be
generally available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the Corporation.
"(6) 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 percentage point.
A-6
<PAGE> 16
"(7) The Effective Rate with respect to each Quarterly
Dividend Period will be calculated as promptly as practicable by the
Corporation according to the appropriate method described herein. The
mathematical accuracy of each such calculation will be confirmed in
writing by independent accountants of recognized standing. The
Corporation will cause each Effective Rate to be published in a
newspaper of general circulation in New York City prior to the
commencement of the new Quarterly Dividend Period to which it applies
and will cause notice of such Effective Rate to be enclosed with the
dividend payment checks next mailed to the holders of shares of this
Series.
"(8) For purposes of this Section (b), the term
"(i) "Calendar Period" shall
mean 14 calendar days;
"(ii) "Special Securities"
shall mean 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;
"(iii) "Ten Year Average Yield"
shall mean the average yield to maturity for
actively traded marketable U.S. Treasury
fixed interest rate securities (adjusted to
constant maturities of ten years); and
"(iv) "Thirty Year Average
Yield" shall mean the average yield to
maturity for actively traded marketable U.S.
Treasury fixed interest rate securities
(adjusted to constant maturities of 30
years).
"(9) 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
payment 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 Preferred Stock
ranking on a parity as to dividends with this Series, all dividends
declared upon shares of this Series and any other 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
A-7
<PAGE> 17
Series and such other Preferred Stock shall in all cases bear to each
other the same ratio that accrued 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 dividends,
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.
"(10) 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 (9) of this Section (b)) 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 for all past dividend payment periods.
"(11) Dividends payable on this Series for each full Quarterly
Dividend Period (other than the Initial Dividend Period) shall be
computed by annualizing the Effective Rate and dividing by four.
Dividends payable on this Series for any period less than a full
Quarterly Dividend Period, and for the Initial Dividend Period, shall
be computed on the basis of a 360-day year of 30-day months and the
actual number of days elapsed in the period for which payable.
"(c) Redemption
"(1) The shares of this Series shall be redeemable only as
expressly provided in this Section (c). On and after May 1, 1992, 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 at a redemption
price of (i) in the case of any redemption on a redemption date
occurring on or after May 1, 1992, and prior to May 1, 1997, $12.36 per
share and (ii) in the case of any redemption on a redemption date
occurring on or after May 1, 1997, $12 per share, plus, in each case,
accrued and unpaid dividends thereon to the date fixed for redemption.
A-8
<PAGE> 18
"(2) 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 and the shares to be
redeemed shall be determined by lot or pro rata as may be determined by
the Board of Directors or by any other method which may be determined
by the Board of Directors in its sole discretion to be equitable.
"(3) 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 nor 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 close of business on such redemption date.
"(4) 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 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.
"(5) 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.
"(6) Notwithstanding the foregoing provisions of this Section
(c), if any dividends on this Series are in arrears, no shares of this
Series shall be redeemed unless all
A-9
<PAGE> 19
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.
"(d) Conversion or Exchange. The holders of shares of this
Series shall not have any rights to convert such shares into or exchange such
shares for shares of any other class or classes or of any other series of any
class or classes of capital stock of the Corporation.
"(e) Voting. The shares of this Series shall not have
any voting powers either general or special, except that
"(1) 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 this 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 this 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 and Terms or any
similar document relating to any series of Preferred Stock) so as to
affect adversely the preferences, rights, powers or privileges of this
Series;
"(2) 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 this Series and all
other series of Preferred Stock ranking on a parity with shares of this
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 purpose at which the holders of shares
of this 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 this 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;
A-10
<PAGE> 20
"(3) 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 a majority of all of the shares of this Series
and all other series of Preferred Stock ranking on a parity with this
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 purpose at which the holders of shares
of this 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 either of the following:
"(a) any increase of the authorized amount of the
Preferred Stock, or the creation or authorization of any
shares of any other class of stock of the Corporation ranking
on a parity with the shares of this Series as to dividends or
upon liquidation, or the reclassification of any authorized
stock of the Corporation into any such parity shares, or the
creation or authorization of any obligation or security
convertible into or evidencing the right to purchase any such
parity shares; or
"(b) the sale, lease or conveyance of all or
substantially all the property or business of the Corporation
or the merger or consolidation of the Corporation into or with
any other Corporation; provided, however, that no such vote or
consent of the holders of shares of this Series and such other
series of Preferred Stock, voting as a class without regard to
series, shall be required for the merger or consolidation of
another corporation into or with the Corporation if none of
the preferences, rights, powers or privileges of this Series
or such other series of Preferred Stock or the holders thereof
will be adversely affected thereby and there shall not be
authorized or outstanding after such merger or consolidation
any class of stock or other securities (except such stock or
securities of the Corporation as may have been authorized or
outstanding immediately preceding such merger or
consolidation) ranking prior to the shares of this Series and
such other series of Preferred Stock as to dividends or upon
liquidation; and provided further, however, that there shall
not be authorized or outstanding after such merger or
consolidation more than 75,000,000 shares of Preferred Stock
or any class of stock or other securities (except such stock
or securities of the Corporation as may have been authorized
or outstanding immediately preceding such merger or
consolidation) ranking on a parity with the shares of this
Series as to dividends or upon liquidation, in which case the
vote specified by this paragraph (3) shall be required;
A-11
<PAGE> 21
"(4) If at the time of any annual meeting of stockholders for
the election of directors a default in preference dividends on the
Preferred Stock shall exist, 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 (herein called a "Preferred
Director"), shall continue to serve as such director for the full term
for which he 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 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 nc 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 quarterly dividend period.
"(f) Liquidation Rights.
A-12
<PAGE> 22
"(1) Upon the dissolution, liquidation or winding up of the
Corporation, the holders of the shares of this Series shall be entitled
to receive out of the assets of the Corporation, before any payment or
distribution shall be made on the Common Stock or on any other class of
stock ranking junior to the Preferred Stock upon liquidation, the
amount of $12 per share, plus a sum equal to all dividends (whether or
not earned or declared) on such shares accrued and unpaid thereon to
the date of final distribution.
"(2) The sale, conveyance, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or
substantially all the property and assets of the Corporation shall be
deemed a voluntary dissolution, liquidation or winding up of the
Corporation for the purposes of this Section (f), but 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 not be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, for the purposes of this Section
(f).
"(3) After the payment to the holders of the shares of this
Series of the full preferential amounts provided for in this Section
(f), the holders of this Series as such shall have no right or claim to
any of the remaining assets of the Corporation.
"(4) In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any
dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to paragraph (1) of
this Section (f), no such distribution shall be made on account of any
shares of any other class or series of Preferred Stock ranking on a
parity with the shares of this Series upon such dissolution,
liquidation or winding up unless proportionate distributive amounts
shall be paid on account of the shares of this Series, ratably, in
proportion to the full distributable amounts for which holders of all
such parity shares are respectively entitled upon such dissolution,
liquidation or winding up.
"(5) 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 (1) of this Section (f)
before any payment shall be made to the holders of any class of capital
stock of the Corporation ranking junior upon liquidation to this
Series.
A-13
<PAGE> 23
"(g) For purposes of this resolution, any stock of any class
or classes of the Corporation shall be deemed to rank:
"(1) 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;
"(2) 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, in proportion to
their respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the holders of
such stock and the holders of shares of this Series; and
"(3) 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."
A-14
<PAGE> 24
Appendix B
CERTIFICATE OF DESIGNATIONS
OF
10.96% PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolution was duly adopted by the Board of
Directors of the Corporation at a meeting duly held and convened on July 14,
1991, at which a quorum was present and acting throughout:
"RESOLVED, that pursuant to authority conferred upon the Board
of Directors by the Certificate of Incorporation of the Corporation, as
amended (the "Certificate of Incorporation"), the Board of Directors
hereby provides for the issuance of 4,000,000 shares of a series of
Preferred Stock, $1 par value, of the Corporation ranking on a parity
with the series of Preferred Stock designated as the Corporation's
"Adjustable Rate Cumulative Preferred Stock", the Corporation's
"Adjustable Rate Cumulative Preferred Stock, Series B", the
Corporation's "Adjustable Rate Cumulative Preferred Stock, Series C",
the Corporation's "10-3/4% Cumulative Preferred Stock", the
Corporation's "Adjustable Rate Cumulative Preferred Stock, Series E",
the Corporation's "Adjustable Rate Cumulative Preferred Stock, Series
F," and the Corporation's "10% Convertible Preferred Stock", and the
designations, preferences and privileges, relative, participating,
optional and other special rights, and qualifications, limitations and
restrictions of all 4,000,000 shares of this series, in addition to
those set forth in the Certificate of Incorporation of the Corporation
are hereby fixed as follows:
"(a) Designation. The designation of this series
shall be 10.96% Preferred Stock (hereinafter referred to as
this "Series") and the number of shares constituting this
Series shall be 4,000,000 shares. Shares of this Series shall
have a stated value of $25 per share. 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
B-1
<PAGE> 25
of Delaware stating that such reduction has been so authorized
(but not below the number of shares of this Series then
outstanding), but the number of authorized shares of this
Series shall not be increased.
"(b) Dividend Rights.
"(1) Dividends shall be payable on the shares of this
Series for the Initial Dividend Period (as defined below) and
each quarterly dividend period (a "Quarterly Dividend Period")
thereafter (the Initial Dividend Period and each such
subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred
to as "Dividend Periods"), which Quarterly Dividend Periods
shall commence on March 31, June 30, September 30 and December
31 in each year, commencing with the first such date to occur
after the effective time of the merger of the Corporation with
Manufacturers Hanover Corporation (the "Effective Time"), and
shall end on and include the day next preceding the first day
of the next Quarterly Dividend Period, at a rate per annum of
the stated value thereof equal to 10.96%. The Initial Dividend
Period is the period commencing on the most recent date next
preceding the Effective Time on which a dividend was paid on
the 10.96% Preferred Stock of Manufacturers Hanover
Corporation (or commencing on the date of the Effective Time
if such date was such a dividend payment date) and shall end
on and include the date next preceding the first day of the
next Quarterly Dividend Period; provided, however, that in the
event the Effective Time shall occur after the record date for
the payment of a regular quarterly dividend on the 10.96%
Preferred Stock of Manufacturers Hanover Corporation but prior
to the payment date for such dividend, then the Initial
Dividend Period shall be the first Quarterly Dividend Period
as described in the preceding sentence. Dividends shall be
cumulative from the date on which the Initial Dividend Period
commences and shall be payable, when, as and if 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 in each year, commencing with such date that next
follows the end of the Initial Dividend Period. 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
B-2
<PAGE> 26
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.
"(2) Dividends payable on this Series for any period
greater or less than a Quarterly Dividend Period, including
the Initial Dividend Period, shall be computed on the basis of
a 360-day year consisting of twelve 30-day months. Dividends
payable on this Series for each Quarterly Dividend Period
shall be computed by annualizing the Dividend Rate and
dividing by four.
"(3) No full dividends shall be declared or paid or
set apart for payment on the Preferred Stock or 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 series of 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 series of 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 stocks, 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.
"(4) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock of the Corporation (the "Common Stock") or in any other
stock ranking junior to this Series as to dividends and upon
liquidation and other than as provided in Section (3) of this
Section (b)) 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
B-3
<PAGE> 27
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
unless, in each case, the full cumulative dividends on all
outstanding shares of this Series shall have been paid for all
past Dividend Periods.
"(c) Redemption.
"(1) Shares of this Series are not redeemable prior
to June 30, 2000. On or after such date, the Corporation may
elect to redeem the shares of this Series, as a whole or in
part, any time or from time to time at a redemption price of
$25 per share, plus accrued and unpaid dividends thereon to
the redemption date. In the event the Corporation shall elect
to redeem shares of this Series, the Corporation shall give
notice to the holders of record of shares of this Series being
so redeemed, not less than 30 nor more than 60 days prior to
such redemption, by first class mail, postage prepaid, at
their addresses as shown on the stock registry books of the
Corporation that said shares are being redeemed, provided that
without limiting the obligation of the Corporation hereunder
to give the notice provided in this Section (c)(1), the
failure of the Corporation to give such notice shall not
invalidate any corporate action by 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.
"(2) 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
B-4
<PAGE> 28
requirements of any securities exchange on which this
Series is listed.
"(3) Notice having been mailed as aforesaid, from and
after the applicable 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
to be redeemed on such redemption date 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 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.
"(4) 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.
"(5) Notwithstanding the foregoing provisions of this
Section (c), 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.
"(d) 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.
"(e) Voting Rights. The shares of this Series of
Preferred Stock shall not have any voting powers either
general or special, except that:
B-5
<PAGE> 29
"(1) 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 this Series at the time outstanding, given in person
or by proxy, either in writing or by a vote at a meeting
called for that purpose at which the holders of shares of this
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 Designations or any similar documents relating
to any series of Preferred Stock) which would adversely affect
the preferences, rights, powers or privileges of this Series;
"(2) 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 this Series and all other series of Preferred Stock
ranking on a parity with shares of this 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 that purpose at which the holders of shares
of this 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 this 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;
"(3) If at the time of any annual meeting of
stockholders for the election of directors a default in
preference dividends on the Preferred Stock shall exist, 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 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
(herein called a "Preferred
B-6
<PAGE> 30
Director"), shall continue to serve as such director for the
full term for which he 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 stockholders, or
of the holders of shares of Preferred Stock, called for that
purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (A) any vacancy in the office
of 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.
"(f) Liquidation Rights.
"(1) 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,
a liquidation preference in the amount of $25 per share of
this Series, plus accrued and unpaid dividends thereon.
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"(2) After the payment to the holders of the shares
of this Series of the full amount of the liquidating
distribution to which they are entitled under this Section
(f), the holders of this Series as such shall have no right or
claim to any of the remaining assets of the Corporation.
"(3) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the Corporation,
the amounts payable with respect to the liquidation preference
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
liquidation preference to which they are entitled.
"(4) Neither the sale of all or substantially all of
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 (f).
"(5) 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
Section (1) of this Section (f) before any payment shall be
made to the holders of any class of capital stock of the
Corporation ranking junior to this Series upon liquidation.
"(g) Ranking. For purposes of this resolution,
any stock of any class or classes of the Corporation
shall be deemed to rank:
"(1) 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; and
"(2) 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
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redemption or liquidation prices per share or sinking fund
provision, 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, in proportion to their respective dividend rates or
liquidation prices, without preference or priority, one over
the other, as between the holders of such stock and the
holders of shares of this Series; and
"(3) 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."
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<PAGE> 33
Appendix C
CERTIFICATE OF DESIGNATIONS
OF
8-3/8% PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN 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 March 17, 1992 and by the Preferred Stock
Committee of the Board of Directors on May 20, 1992, 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, $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 March
17, 1992:
1. The Board of Directors on March 17, 1992 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:
"RESOLVED that the Board of Directors of the Corporation (the
"Board of Directors") deems it advisable and in the best interests of
the Corporation to provide for the issuance and sale by the Corporation
from time to time of shares of preferred stock ($1 par value), in one
or more series, having an aggregate liquidation preference over the
Corporation's common stock, $1 par value (the "Common Stock"), not in
excess of $800,000,000, with such voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions as are set
forth in, or are determined in accordance with, these resolutions (the
"Preferred Shares");
"RESOLVED that the Board of Directors deems it in the best
interests of the Corporation to delegate to the Preferred Stock Committee those
powers and duties set forth below;
"RESOLVED that the Preferred Stock Committee may,
without the further action of the Board of Directors, from time
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to time authorize the issuance and sale from time to time of one or more series
of Preferred Shares for cash or other property, as shall be determined by the
Preferred Stock Committee, subject to the limitations above, 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 (as hereinafter defined; it being intended that, unless the
context shall otherwise require, when used in these resolutions the term
"Preferred Shares" shall also include any warrants or Depositary Shares related
thereto) related to the Preferred 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 any common or preferred stock into which such Preferred Shares may be
convertible or exchangeable 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 common or
preferred stock of the Corporation into which any series of the Preferred Shares
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 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,
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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 Shares ("Depositary Shares"),
which Preferred Shares will be issued and deposited with a depositary,
in each case, in lieu of offering full shares of such series of the
Preferred Shares;
"(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 of all the Preferred Shares issued
shall not exceed $800,000,000;
"(vii) 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
"(viii) 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;
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<PAGE> 36
"(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
Designations"); that each such Certificate of Designations 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 Designations pursuant to the General
Corporation Law of the State of Delaware;"
2. The Board of Directors on March 17, 1992 adopted the
following resolution fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED that the Certificate of Designations 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 Designations or any similar
document relating to any series of Preferred Stock) so as to affect
adversely 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
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<PAGE> 37
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 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 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
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<PAGE> 38
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."
3. The Preferred Stock Committee of the Board of Directors on
May 20, 1992, 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 the issue of up to 14,000,000 shares of 8-3/8%
Preferred Stock, $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", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series B", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series C", the Corporation's "10-3/4% Cumulative
Preferred Stock", the Corporation's "Adjustable Rate Cumulative Preferred Stock,
Series E", the Corporation's "Adjustable Rate Cumulative Preferred Stock, Series
F", the Corporation's "10.96% Preferred Stock" and the Corporation's "10%
Convertible 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 14,000,000
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 March 17,
1992, are hereby fixed as follows:
"1. Designation. The designation of this Series shall be
8-3/8% Preferred Stock (hereinafter referred to as the "Series") and
the number of shares constituting this Series shall be Fourteen Million
(14,000,000). Shares of this Series shall have a stated value of $25.
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.
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<PAGE> 39
"2. Dividends. (a) Dividends shall be payable on the shares of
this Series: (i) for the period (the "Initial Dividend Period") from
the date of original issue of shares of this Series to and including
September 30, 1992, and (ii) for each quarterly dividend period
thereafter (the Initial Dividend Period and each quarterly dividend
period thereafter being hereinafter individually referred to as a
"Dividend Period" and collectively referred to as "Dividend Periods"),
which quarterly Dividend Periods shall commence on January 1, April 1,
July 1 and October 1 in each year, commencing October 1, 1992 and shall
end on and include the day next preceding the first day of the next
Dividend Period, at a rate per annum of the stated value thereof equal
to 8-3/8% (the "Dividend Rate"). Dividends shall be cumulative from
such date of original issue 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 September 30, 1992. 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, including 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. Dividends payable on this Series for each full Dividend Period
shall be computed by annualizing the Dividend Rate and dividing by
four.
"(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
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<PAGE> 40
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 stocks, 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. Redemption. (a) The shares of this Series are not
redeemable prior to June 1, 1997. 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 1, 1997, at a redemption price of
$25 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
C-8
<PAGE> 41
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
3, 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
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<PAGE> 42
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.
"4. 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.
"5. 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 $25 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 5,
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 5.
"(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 5
before any payment shall be made to the holder of any class of capital
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stock of the Corporation ranking junior to this Series upon
liquidation.
"6. 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.
"7. 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 March 17, 1992."
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Appendix D
CERTIFICATE OF DESIGNATIONS
OF
7.92% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN 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 March 17, 1992 and by the Preferred Stock
Committee of the Board of Directors on September 10, 1992, 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, $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 March
17, 1992:
1. The Board of Directors, on March 17, 1992 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:
"RESOLVED that the Board of Directors of the Corporation (the
"Board of Directors") deems it advisable and in the best interests of
the Corporation to provide for the issuance and sale by the Corporation
from time to time of shares of preferred stock ($1 par value), in one
or more series, having an aggregate liquidation preference over the
Corporation's common stock, $1 par value (the "Common Stock"), not in
excess of $800,000,000, with such voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions, as are set
forth in, or are determined in accordance with, these resolutions (the
"Preferred Shares");
"RESOLVED that the Board of Directors deems it in the best
interests of the Corporation to delegate to the Preferred Stock
Committee those powers and duties set forth below;
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<PAGE> 45
"RESOLVED that the Preferred Stock Committee may, without the
further action of the Board of Directors, from time to time authorize
the issuance and sale from time to time of one or more series of
Preferred Shares for cash or other property, as shall be determined by
the Preferred Stock Committee, subject to the limitations above, 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 (as hereinafter defined; it being intended
that, unless the context shall otherwise require, when used in these
resolutions the term "Preferred Shares" shall also include any warrants
or Depositary Shares related thereto) related to the Preferred 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 any common or preferred stock into which such
Preferred Shares may be convertible or exchangeable 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
common or preferred stock of the Corporation into which any series of
the Preferred Shares 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;
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"(ii) to fix the dividend rate or rates of 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 Shares ("Depositary Shares"), which
Preferred Shares will be issued and deposited with a
depositary, in each case, in lieu of offering full shares of
such series of the Preferred Shares;
"(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 of all
the Preferred Shares issued shall not exceed $800,000,000;
"(vii) 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
"(viii) 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;
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"(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 Designations"); that each such Certificate of
Designations 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 Designations pursuant to the General
Corporation Law of the State of Delaware".
2. The Board of Directors on March 17, 1992 adopted the
following resolution fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED that the Certificate of Designations 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
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provisions of the Certificate of Incorporation or of any
certificate amendatory thereof or supplemental thereto
(including any Certificate of Designations or any similar
document relating to any series of Preferred Stock) so as to
affect adversely 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 purpose 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 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
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<PAGE> 49
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."
3. The Preferred Stock Committee of the Board of Directors on
September 10, 1992, 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 the Corporation adopted on March 17, 1992, the issue of up
to 2,000,000 shares of 7.92% Cumulative Preferred Stock, $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 B",
the Corporation's "Adjustable Rate Cumulative Preferred Stock, Series
C", the Corporation's "10-3/4% Cumulative Preferred Stock", the
Corporation's "Adjustable Rate Cumulative Preferred Stock, Series E",
the Corporation's "Adjustable Rate Cumulative Preferred Stock, Series
F", the Corporation's "10.96% Preferred Stock", the
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Corporation's "10% Convertible Preferred Stock" and the Corporation's
"8-3/8% 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 March 17, 1992, are hereby fixed as follows:
"1. Designation. The designation of this Series shall be 7.92%
Cumulative Preferred Stock (hereinafter referred to as the "Series")
and the number of shares constituting this Series shall be Two Million
(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 shall be payable on the shares of
this Series: (i) for the period (the "Initial Dividend Period") from
the date of original issue of shares of this Series to and including
December 31, 1992, and (ii) for each quarterly dividend period
thereafter (the Initial Dividend Period and each quarterly dividend
period thereafter being hereinafter individually referred to as a
"Dividend Period" and collectively referred to as "Dividend Periods"),
which quarterly Dividend Periods shall commence on January 1, April 1,
July 1 and October 1 in each year, commencing January 1, 1993, and
shall end on and include the day next preceding the first day of the
next Dividend Period, at a rate per annum of the stated value thereof
equal to 7.92% (the "Dividend Rate"). Dividends shall be cumulative
from such date of original issue 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 December 31, 1992. 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
D-7
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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, including 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. Dividends payable on
this Series for each full Dividend Period shall be computed by annualizing the
Dividend Rate and dividing by four.
"(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 stocks, 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
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shall have been paid or declared and set aside for payment for all past Dividend
Periods.
"3. Redemption. (a) The shares of this Series are not
redeemable prior to October 1, 1997. 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 October 1, 1997, 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
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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
3, 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.
"4. 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.
"5. 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 5, 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
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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 5.
"(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 5 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.
"6. 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.
"7. 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 March 17, 1992."
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Appendix E
CERTIFICATE OF DESIGNATIONS
OF
7.58% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN 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 March 17, 1992 and September 15, 1992, and by
the Preferred Stock Committee of the Board of Directors on March 16, 1993,
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, $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 meetings
duly convened and held on March 17, 1992 and September 15, 1992:
1. The Board of Directors on March 17, 1992 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:
"RESOLVED that the Board of Directors of the Corporation (the
"Board of Directors") deems it advisable and in the best interests of
the Corporation to provide for the issuance and sale by the Corporation
from time to time of shares of preferred stock ($1 par value), in one
or more series, having an aggregate liquidation preference over the
Corporation's common stock, $1 par value (the "Common Stock"), not in
excess of $800,000,000, with such voting powers, designations,
preferences, and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions, as are set
forth in, or are determined in accordance with, these resolutions (the
"Preferred Shares");
"RESOLVED that the Board of Directors deems it in the best
interest of the Corporation to delegate to the Preferred Stock
Committee those powers and duties set forth below;
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"RESOLVED that the Preferred Stock Committee may, without the
further action of the Board of Directors, from time to time authorize
the issuance and sale from time to time of one or more series of
Preferred Shares for cash or other property, as shall be determined by
the Preferred Stock Committee, subject to the limitations above, 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 (as hereinafter defined; it being intended
that, unless the context shall otherwise require, when used in these
resolutions the term "Preferred Shares" shall also include any warranty
or Depositary Shares related thereto) related to the Preferred 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 any common or preferred stock into which such
Preferred Shares may be convertible or exchangeable 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
common or preferred stock of the Corporation into which any series of
the Preferred Shares 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;
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<PAGE> 57
"(ii) to fix the dividend rate or rates of 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 Shares ("Depositary Shares"), which Preferred
Shares will be issued and deposited with a depositary, in each
case, in lieu of offering full shares of such series of the
Preferred Shares;
"(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 of all
the Preferred Shares issued shall not exceed $800,000,000;
"(vii) 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
"(viii) 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:
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<PAGE> 58
"(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 Designations"); that each such Certificate of
Designations 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 Designations pursuant to the General
Corporation Law of the State of Delaware."
2. The Board of Directors on September 15, 1992 adopted the
following resolution 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 additional shares of the Preferred Stock:
"RESOLVED that the Board of Directors of the Corporation (the
"Board of Directors") deems it advisable and in the best interests of
the Corporation to amend certain resolutions adopted by the Board of
Directors on March 17, 1992 pertaining to the authority of the
Preferred Stock Committee of the Board (the "March 17, 1992
Resolutions") to authorize the Preferred Stock Committee of the Board
of Directors to approve the issuance and sale by the Corporation from
time to time of Preferred Shares as
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defined in the March 17, 1992 Resolutions, in one or more series,
having an additional aggregate liquidation preference over the
Corporation's common stock, $1 par value, not in excess of
$1,300,000,000 (an increase of $500,000,000 from the $800,000,000
authorized under the March 17, 1992 Resolutions), with such voting
powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions, as are set forth in, or are determined in accordance with
the March 17, 1992 Resolutions which shall in all other respects remain
in full force and effect and are hereby ratified and affirmed."
3. The Board of Directors on March 17, 1992 adopted the
following resolution fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED that the Certificate of Designations 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 Designations or any similar document relating
to any series of Preferred Stock) so as to affect adversely
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 purpose 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
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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 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
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<PAGE> 61
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."
4. The Preferred Stock Committee of the Board of Directors on
March 16, 1993, 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 the Corporation adopted on March 17, 1992 and September
15, 1992, the issue of up to 2,300,000 shares of 7.58% Cumulative
Preferred Stock, $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 "10-3/4%
Cumulative Preferred Stock", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series E", the Corporation's "Adjustable
Rate Cumulative Preferred Stock, Series F", the Corporation's "10.96%
Preferred Stock", the Corporation's "10% Convertible Preferred Stock",
the Corporation's "8-3/8% Preferred Stock" and the Corporation's "7.92%
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
2,300,000 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 March 17, 1992 and September 15, 1992, are
hereby fixed as follows:
"1. Designation. The designation of this Series shall
be 7.58% Cumulative Preferred Stock (hereinafter referred to
as the "Series") and the number of shares constituting this
series shall be 2,300,000. 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
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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 shall be payable on the
shares of this Series: (i) for the period (the "Initial
Dividend Period") from the date of original issue of shares of
this Series to and including June 30, 1993, and (ii) for each
quarterly dividend period thereafter (the Initial Dividend
Period and each quarterly dividend period thereafter being
hereinafter individually referred to as a "Dividend Period"
and collectively referred to as "Dividend Periods"), which
quarterly Dividend Periods shall commence on January 1, April
1, July 1 and October 1 in each year, commencing July 1, 1993,
and shall end on and include the day next preceding the first
day of the next Dividend Period, at a rate per annum of the
stated value thereof equal to 7.58% (the "Dividend Rate").
Dividends shall be cumulative from such date of original issue
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, 1993. 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 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, including 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. Dividends payable on
this Series for each full Dividend Period shall be computed by
annualizing the Dividend Rate and dividing by four.
"(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
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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. Redemption. (a) The shares of this Series
are not redeemable prior to April 1, 1998. 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 April 1, 1998, at a redemption
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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
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<PAGE> 65
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 3, 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.
"4. 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.
"5. 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 5, 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
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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 5.
"(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 5 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.
"6. 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 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
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winding up of the Corporation, as the case may be, in
preference or priority to the holders of shares of such
class or classes.
"7. 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 March 17,
1992."
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Appendix F
CERTIFICATE OF DESIGNATIONS
OF
7-1/2% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN 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 March 17, 1992 and September 15, 1992, and by
the Preferred Stock Committee of the Board of Directors on March 16, 1993,
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, $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 meetings
duly convened and held on March 17, 1992 and September 15, 1992:
1. The Board of Directors on March 17, 1992 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:
"RESOLVED that the Board of Directors of the
Corporation (the "Board of Directors") deems it advisable and
in the best interests of the Corporation to provide for the
issuance and sale by the Corporation from time to time of
shares of preferred stock ($1 par value), in one or more
series, having an aggregate liquidation preference over the
Corporation's common stock, $1 par value (the "Common Stock"),
not in excess of $800,000,000, with such voting powers,
designations, preferences and relative, participating,
optional or other special rights, and qualifications,
limitations or restrictions, as are set forth in, or are
determined in accordance with, these resolutions (the
"Preferred Shares");
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<PAGE> 69
"RESOLVED that the Board of Directors deems it in the best
interests of the Corporation to delegate to the Preferred Stock
Committee those powers and duties set forth below;
"RESOLVED that the Preferred Stock Committee may, without the
further action of the Board of Directors, from time to time authorize
the issuance and sale from time to time of one or more series of
Preferred Shares for cash or other property, as shall be determined by
the Preferred Stock Committee, subject to the limitations above, 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 (as hereinafter defined; it being intended
that, unless the context shall otherwise require, when used in these
resolutions the term "Preferred Shares" shall also include any warrants
or Depositary Shares related thereto) related to the Preferred 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 any common or preferred stock into which such
Preferred Shares may be convertible or exchangeable 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
common or preferred stock of the Corporation into which any series of
the Preferred Shares 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:
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<PAGE> 70
"(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 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 Shares ("Depositary Shares"), which Preferred
Shares will be issued and deposited with a depositary, in each
case, in lieu of offering full shares of such series of the
Preferred Shares;
"(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 of all
the Preferred Shares issued shall not exceed $800,000,000;
"(vii) 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
"(viii) 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:
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"(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 Designations"); that each such Certificate of
Designations 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 Designations pursuant to the General
Corporation Law of the State of Delaware."
2. The Board of Directors on September 15, 1992 adopted the
following resolution 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 additional shares of the Preferred Stock:
"RESOLVED that the Board of Directors of the Corporation (the
"Board of Directors") deems it advisable and in the best interests of
the Corporation to amend certain resolutions adopted by the Board of
Directors on March 17, 1992 pertaining to the authority of the
Preferred Stock Committee of the Board (the "March 17, 1992
Resolutions") to authorize the Preferred Stock Committee of the Board
of Directors to approve the issuance and sale by the Corporation from
time to time of Preferred Shares as
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defined in the March 17, 1992 Resolutions, in one or more series,
having an additional aggregate liquidation preference over the
Corporation's Common Stock, $1 par value, not in excess of
$1,300,000,000 (an increase of $500,000,000 from the $800,000,000
authorized under the March 17, 1992 Resolutions), with such voting
powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions, as are set forth in, or are determined in accordance with
the March 17, 1992 Resolutions which shall in all other respects remain
in full force and effect and are hereby ratified and affirmed."
3. The Board of Directors on March 17, 1992 adopted the
following resolution fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED that the Certificate of Designations 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 Designations or any similar document relating
to any series of Preferred Stock) so as to affect adversely
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 purpose 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
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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 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
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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."
4. The Preferred Stock Committee of the Board of Directors on
May 17, 1993, 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 the Corporation adopted on March 17, 1992 and September
15, 1992, the issue of up to 2,300,000 shares of 7-1/2% Cumulative
Preferred Stock, $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 "10-3/4%
Cumulative Preferred Stock", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series F", 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" and the Corporation's "7.58% 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
2,300,000 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 March 17, 1992 and September 15, 1992, are
hereby fixed as follows:
"1. Designation. The designation of this series shall
be 7-1/2% Cumulative Preferred Stock (hereinafter referred to
as the "Series") and the number of shares constituting this
Series shall be 2,300,000. 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
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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 shall be payable on the
shares of this Series: (i) for the period (the "Initial
Dividend Period") from the date of original issue of shares of
this Series to and including June 30, 1993, and (ii) for each
quarterly dividend period thereafter (the Initial Dividend
Period and each quarterly dividend period thereafter being
hereinafter individually referred to as a "Dividend Period"
and collectively referred to as "Dividend Periods"), which
quarterly Dividend Periods shall commence on January 1, April
1, July 1 and October 1 in each year, commencing June 30,
1993, and shall end on and include the day next preceding the
first day of the next Dividend Period, at a rate per annum of
the stated value thereof equal to 7-1/2% (the "Dividend
Rate"). Dividends shall be cumulative from such date of
original issue 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, 1993. 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, including 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. Dividends payable on
this Series for each full Dividend Period shall be computed by
annualizing the Dividend Rate and dividing by four.
"(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
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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. Redemption. (a) The shares of this Series are not
redeemable prior to June 1, 1998. 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 1,
1998, at a redemption price of $100 per share plus accrued and
unpaid dividends thereon to the date fixed for redemption.
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"(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.
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"(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 3, 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.
"4. 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.
"5. 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 5, 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.
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"(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 5.
"(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 5 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.
"6. 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.
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"7. 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 March 17,
1992."
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Appendix G
CERTIFICATE OF DESIGNATIONS
OF
10-1/2% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially identical
to the voting powers, preferences and special rights applicable to, and
specified in the certificate of designations with respect to, the respective
series of preferred stock of Chase to be converted into such series of Merger
Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Five Million Six Hundred Thousand (5,600,000) shares of 10-1/2% Cumulative
Preferred Stock, $1.00 par value, of the Corporation is hereby authorized, and
the designation, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions of
all 5,600,000 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 October 17, 1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be
"10-1/2% Cumulative Preferred Stock" (hereinafter referred to as the
"10-1.2% Preferred Stock") and the number of shares constituting such
series is Five Million Six Hundred Thousand (5,600,000). The number of
authorized shares of 10-1/2% Preferred Stock may be reduced by further
resolution duly adopted by the Board of Directors of the Corporation or
any duly authorized committee thereof 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 10-1/2% Preferred
Stock shall not be increased. The 10-1/2% Preferred Stock shall rank on
a parity as to dividends and distributions of assets with the series of
Preferred Stock, $1.00 par value, of the Corporation designated as
"10.96% Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative
Preferred Stock", "7.58% Cumulative Preferred Stock", "7-1/2%
Cumulative Preferred Stock", "Adjustable Rate Cumulative Preferred
Stock, Series L", "9.76% Cumulative Preferred Stock", "10.84%
Cumulative Preferred Stock", "9.08% Cumulative Preferred Stock",
"8-1/2% Cumulative Preferred Stock", "8.32% Cumulative Preferred
Stock", "8.40% Cumulative Preferred Stock", and "Adjustable Rate
Cumulative Preferred Stock, Series N".
2. Dividends. The annual dividend rate of the 10-1/2%
Preferred Stock shall be $2.625 on each outstanding share of
such stock, and no more. Dividends shall be payable on the
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shares of the 10-1/2% Preferred Stock, when and as declared by the
Board of Directors, for the Initial Dividend Period (as defined below)
and each quarterly dividend period (a "Quarterly Dividend Period")
thereafter (the Initial Dividend Period and each such subsequent
Quarterly Dividend Period being hereinafter referred to as a "Dividend
Period" and collectively referred to as "Dividend Periods"), which
Quarterly Dividend Periods shall commence on March 31, June 30,
September 30 and December 31 in each year, commencing with the first
such date to occur after the effective time of the merger of The Chase
Manhattan Corporation with and into the Corporation (the "Effective
Time"), and shall end on and include the day next preceding the first
day of the next Quarterly Dividend Period. The Initial Dividend Period
is the period commencing on the most recent date next preceding the
Effective Time on which a dividend was paid on the Preferred Stock,
10-1/2% Series G of Chase (the "Chase 10-1/2% Preferred Stock") (or
commencing on the date of the Effective Time if such date was such a
dividend payment date) and shall end on and include the date next
preceding the first day of the next Quarterly Dividend Period;
provided, however, that in the event the Effective Time shall occur
after the record date for the payment of a regular quarterly dividend
on the Chase 10-1/2% Preferred Stock, but prior to the payment date for
such dividend, then the Initial Dividend Period shall be the first
Quarterly Dividend Period as described in the preceding sentence.
Dividends shall be cumulative from the date on which the Initial
Dividend Period commences and shall be payable, when and as declared by
the Board of Directors, on March 31, June 30, September 30 and December
31 in each year, commencing with such date that next follows the end of
the Initial Dividend Period. Each such dividend shall be paid to the
holders of record of shares of 10-1/2% Preferred Stock as they appear
on the stock register of the Corporation on such record date, not
exceeding 30 days preceding the payment date thereof, as shall be fixed
by the Board of Directors of the Corporation. Dividends on account of
arrears for any past dividend periods may be declared and paid at any
time, without reference to any quarterly 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. In the event that there shall be outstanding shares of any
other series of Preferred Stock ranking on a parity as to dividends
with the 10-1/2% Preferred Stock, the Corporation, in making any
dividend payment on account of arrears on the 10-1/2% Preferred Stock
or such other series of Preferred Stock, shall make payments ratably
upon all outstanding shares of 10-1/2% Preferred Stock and such other
series of Preferred Stock in proportion to the respective amounts of
dividends in arrears upon all such outstanding shares of 10-1/2%
Preferred Stock and such other series of Preferred Stock to the date of
such dividend payment. No interest, or sum of
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money in lieu of interest, shall be payable in respect of any dividend
payment or payments which may be in arrears. Dividends payable on the
10-1/2% Preferred Stock for any period less than a full quarter shall
be computed on the basis of a 360 day year.
3. Redemption. On or after September 30, 1998, the
Corporation, at its option, may redeem shares of the 10-1/2% Preferred
Stock, as a whole or in part, at any time or from time to time at a
redemption price of $25 per share plus accrued and unpaid dividends
thereon to the date fixed for redemption.
In the event the Corporation shall redeem shares of 10-1/2%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 10-1/2% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 10-1/2%
Preferred Stock 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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
10-1/2% Preferred Stock are to be redeemed, shares to be redeemed
shall be selected by the Corporation from outstanding shares of 10-1/2%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 10-1/2% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or
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otherwise acquire any shares of 10-1/2% Preferred Stock unless full
cumulative dividends shall have been paid or declared and set apart for
payment upon all outstanding shares of 10-1/2% Preferred Stock for all
past Dividend Periods; provided, however, that the foregoing shall not
prevent the purchase or acquisition of shares of 10-1/2% Preferred
Stock pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of 10-1/2% Preferred Stock.
4. Shares to be Retired. All shares of 10-1/2% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 10-1/2% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 10-1/2%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 10-1/2% Preferred Stock
shall not have any voting powers either general or special,
except that:
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, par
value $1.00 per share, of the Corporation, 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 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
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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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected,
voting as
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a class, shall be required in lieu of the consent of the
holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of the total number
of shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 10-1/2% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 10-1/2%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 10-1/2% Preferred Stock and any other
shares of stock of the Corporation ranking as to any such distribution
on a parity with the 10-1/2% Preferred Stock are not paid in full, the
holders of the 10-1/2% Preferred Stock and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 10-1/2% Preferred
Stock of the full preferential amounts provided for in this Section 7,
the holders of the 10-1/2% Preferred Stock shall be entitled to no
further participation in any distribution of assets by the Corporation.
The consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 10-1/2% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 10-1/2% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock of the Corporation or any
other stock of the Corporation ranking as to dividends or distributions
of assets junior to the 10-1/2% Preferred Stock (the Common Stock and
any such other stock being herein referred to as "Junior Stock"), or
make any payment on account of, or set apart money for, a sinking or
other analogous fund for the purchase, redemption or other retirement
of any shares of Junior Stock, or make any distribution in respect
thereof, whether in cash or property or in obligations or stock of
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the Corporation, other than Junior Stock (such dividends, payments,
setting apart and distributions being herein called "Junior Stock
Payments"), unless all of the conditions set forth in the following
subsections A and B shall exist at the date of such declaration in the
case of any such dividend, or the date of such setting apart in the
case of any such fund, or the date of such payment or distribution in
the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix H
CERTIFICATE OF DESIGNATIONS
OF
9.76% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially identical
to the voting powers, preferences and special rights applicable to, and
specified in the certificate of designations with respect to, the respective
series of preferred stock of Chase to be converted into such series of Merger
Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Four Million (4,000,000) shares of 9.76% Cumulative Preferred Stock, $1.00
par value, of the Corporation is hereby authorized, and the designation,
preferences and privileges, relative, participating, optional and other special
rights, and qualifications, limitations and restrictions of all 4,000,000 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 October 17,
1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be "9.76%
Cumulative Preferred Stock" (hereinafter referred to as the "9.76%
Preferred Stock") and the number of shares constituting such series is
Four Million (4,000,000). The number of authorized shares of 9.76%
Preferred Stock may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation or any duly authorized
committee thereof 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 9.76% Preferred Stock shall not be increased. The
9.76% Preferred Stock shall rank on a parity as to dividends and
distributions of assets with the series of Preferred Stock, $1.00 par
value, of the Corporation designated as "10.96% Preferred Stock",
"8-3/8% Preferred Stock", "7.92% Cumulative Preferred Stock", "7.58%
Cumulative Preferred Stock", "7-1/2% Cumulative Preferred Stock",
"Adjustable Rate Cumulative Preferred Stock, Series L", "10-1/2%
Cumulative Preferred Stock", "10.84% Cumulative Preferred Stock",
"9.08% Cumulative Preferred Stock", "8-1/2% Cumulative Preferred
Stock", "8.32% Cumulative Preferred Stock", "8.40% Cumulative Preferred
Stock" and "Adjustable Rate Cumulative Preferred Stock, Series N". The
9.76% Preferred Stock shall rank senior as to dividends and
distributions of assets to the series of Preferred Stock, $1.00 par
value, of the Corporation designated as Junior Participating Preferred
Stock.
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2. Dividends. The annual dividend rate of the 9.76% Preferred
Stock shall be $2.44 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 9.76% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 9.76% Series H of Chase (the
"Chase 9.76% Preferred Stock") (or commencing on the date of the
Effective Time if such date was such a dividend payment date) and shall
end on and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 9.76% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 9.76%
Preferred Stock as they appear on the stock register of the Corporation
on such record date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the
Corporation. Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any
quarterly 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. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 9.76% Preferred Stock, the
Corporation, in making any dividend payment on account of arrears on
the 9.76% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 9.76%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of dividends
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in arrears upon all such outstanding shares of 9.76% Preferred Stock
and such other series of Preferred Stock to the date of such dividend
payment. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in
arrears. Dividends payable on the 9.76% Preferred Stock for any period
less than a full quarter (after the initial dividend period) shall be
computed on the basis of a 360 day year.
3. Redemption. On or after September 30, 1999, the
Corporation, at its option, may redeem shares of the 9.76% Preferred
Stock, as a whole or in part, at any time or from time to time at a
redemption price of $25 per share plus accrued and unpaid dividends
thereon to the date fixed for redemption.
In the event the Corporation shall redeem shares of 9.76%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 9.76% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 9.76%
Preferred Stock 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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
9.76% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 9.76%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
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In no event shall the Corporation redeem less than all the
outstanding shares of 9.76% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 9.76% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 9.76% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 9.76% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 9.76% Preferred Stock.
4. Shares to be Retired. All shares of 9.76% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 9.76% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 9.76%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 9.76% Preferred Stock shall not have
any voting powers either general or special, except that:
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, par
value $1.00 per share, of the Corporation, 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 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,
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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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the
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holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of all of the shares
of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of the total number of shares of
Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 9.76% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 9.76%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 9.76% Preferred Stock and any other shares
of stock of the Corporation ranking as to any such distribution on a
parity with the 9.76% Preferred Stock are not paid in full, the holders
of the 9.76% Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 9.76% Preferred Stock
of the full preferential amounts provided for in this Section 7, the
holders of the 9.76% Preferred Stock shall be entitled to no further
participation in any distribution of assets by the Corporation. The
consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 9.76% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 9.76% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 9.76% Preferred Stock (the Common Stock and any such other stock
being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, a sinking or other analogous fund
for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any
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distribution in respect thereof, whether in cash or property or in
obligations or stock of the Corporation, other than Junior Stock (such
dividends, payments, setting apart and distributions being herein
called "Junior Stock Payments"), unless all of the conditions set forth
in the following subsections A and B shall exist at the date of such
declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment
or distribution in the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix I
CERTIFICATE OF DESIGNATIONS
OF
10.84% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially identical
to the voting powers, preferences and special rights applicable to, and
specified in the certificate of designations with respect to, the respective
series of preferred stock of Chase to be converted into such series of Merger
Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Eight Million (8,000,000) shares of 10.84% Cumulative Preferred Stock, $1.00
par value, of the Corporation is hereby authorized, and the designation,
preferences and privileges, relative, participating, optional and other special
rights, and qualifications, limitations and restrictions of all 8,000,000 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 October 17,
1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be
"10.84% Cumulative Preferred Stock" (hereinafter referred to as the
"10.84% Preferred Stock") and the number of shares constituting such
series is Eight Million (8,000,000). The number of authorized shares of
10.84% Preferred Stock may be reduced by further resolution duly
adopted by the Board of Directors of the Corporation or any duly
authorized committee thereof 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 10.84% Preferred Stock shall not be
increased. The 10.84% Preferred Stock shall rank on a parity as to
dividends and distributions of assets with the series of Preferred
Stock, $1.00 par value, of the Corporation designated as "10.96%
Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative Preferred
Stock", "7.58% Cumulative Preferred Stock", "7-1/2% Cumulative
Preferred Stock", "Adjustable Rate Cumulative Preferred Stock, Series
L", "10-1/2% Cumulative Preferred Stock", "9.76% Cumulative Preferred
Stock", "9.08% Cumulative Preferred Stock", "8-1/2% Cumulative
Preferred Stock", "8.32% Cumulative Preferred Stock", "8.40% Cumulative
Preferred Stock", and "Adjustable Rate Cumulative Preferred Stock,
Series N". The 10.84% Preferred Stock shall rank senior as to dividends
and distributions of assets to the series of Preferred Stock, $1.00 par
value, of the Corporation designated as Junior Participating Preferred
Stock.
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2. Dividends. The annual dividend rate of the 10.84% Preferred
Stock shall be $2.71 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 10.84% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 10.84% Series I of Chase (the
"Chase 10.84% Preferred Stock") (or commencing on the date of the
Effective Time if such date was such a dividend payment date) and shall
end on and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 10.84% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 10.84%
Preferred Stock as they appear on the stock register of the Corporation
on such record date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the
Corporation. Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any
quarterly 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. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 10.84% Preferred Stock,
the Corporation, in making any dividend payment on account of arrears
on the 10.84% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 10.84%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of
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dividends in arrears upon all such outstanding shares of 10.84%
Preferred Stock and such other series of Preferred Stock to the date of
such dividend payment. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or
payments which may be in arrears. Dividends payable on the 10.84%
Preferred Stock for any period less than a full quarter (after the
initial dividend period) shall be computed on the basis of a 360 day
year.
3. Redemption. On or after June 30, 2001, the Corporation, at
its option, may redeem shares of the 10.84% Preferred Stock, as a whole
or in part, at any time or from time to time at a redemption price of
$25 per share plus accrued and unpaid dividends thereon to the date
fixed for redemption.
In the event the Corporation shall redeem shares of 10.84%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 10.84% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 10.84%
Preferred Stock 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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
10.84% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 10.84%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
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In no event shall the Corporation redeem less than all the
outstanding shares of 10.84% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 10.84% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 10.84% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 10.84% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 10.84% Preferred Stock.
4. Shares to be Retired. All shares of 10.84% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 10.84% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 10.84%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 10.84% Preferred Stock shall
not have any voting powers either general or special, except
that:
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, par
value $1.00 per share, of the Corporation, 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 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,
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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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the
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holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of all of the shares
of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of the total number of shares of
Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 10.84% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 10.84%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 10.84% Preferred Stock and any other shares
of stock of the Corporation ranking as to any such distribution on a
parity with the 10.84% Preferred Stock are not paid in full, the
holders of the 10.84% Preferred Stock and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 10.84% Preferred
Stock of the full preferential amounts provided for in this Section 7,
the holders of the 10.84% Preferred Stock shall be entitled to no
further participation in any distribution of assets by the Corporation.
The consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 10.84% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 10.84% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 10.84% Preferred Stock (the Common Stock and any such other
stock being herein referred to as "Junior Stock"), or make any payment
on account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or
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other retirement of any shares of Junior Stock, or make any
distribution in respect thereof, whether in cash or property or in
obligations or stock of the Corporation, other than Junior Stock (such
dividends, payments, setting apart and distributions being herein
called "Junior Stock Payments"), unless all of the conditions set forth
in the following subsections A and B shall exist at the date of such
declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment
or distribution in the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix J
CERTIFICATE OF DESIGNATIONS
OF
9.08% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into the Corporation (the "Merger")
and, in accordance with the terms
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and conditions of the Merger Agreement, (ii) each then outstanding share of
common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other
than shares which would be cancelled and retired and cease to exist as a result
of the Merger, would be converted into 1.04 fully paid and nonassessable shares
of common stock, par value $1.00 per share, of the Corporation ("Common Stock"),
which shares would, pursuant to the Rights Agreement, dated as of April 13, 1989
(as amended, the "Rights Agreement"), between the Corporation and Chemical Bank,
as Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
"RESOLVED, that the voting powers, preferences and
special rights of each series of Merger Preferred Stock shall be
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substantially identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with respect to,
the respective series of preferred stock of Chase to be converted into such
series of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to
cast at least two-thirds of the votes
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entitled to be cast by the holders of the total number of
shares of Preferred Stock at the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Six Million (6,000,000) shares of 9.08% Cumulative Preferred Stock, $1.00 par
value, of the Corporation is hereby authorized, and the designation, preferences
and privileges, relative, participating, optional and other special rights, and
qualifications, limitations and restrictions of all 6,000,000 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 October 17, 1995, are hereby
fixed as follows:
1. Designation. The designation of such series shall be "9.08%
Cumulative Preferred Stock" (hereinafter referred to as the "9.08%
Preferred Stock") and the number of shares constituting such series is
Six Million (6,000,000). The number of authorized shares of 9.08%
Preferred Stock may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation or any duly authorized
committee thereof 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 9.08% Preferred Stock shall not be increased. The
9.08% Preferred Stock shall rank on a parity as to dividends and
distributions of assets with the series of Preferred Stock, $1.00 par
value, of the Corporation designated as "10.96% Preferred Stock",
"8-3/8% Preferred Stock", "7.92% Cumulative Preferred Stock", "7.58%
Cumulative Preferred Stock", "7-1/2% Cumulative Preferred Stock",
"Adjustable Rate Cumulative Preferred Stock, Series L", "10-1/2%
Cumulative Preferred Stock", "9.76% Cumulative Preferred Stock",
"10.84% Cumulative Preferred Stock", "8-1/2% Cumulative Preferred
Stock", "8.32% Cumulative Preferred Stock", "8.40% Cumulative Preferred
Stock", and "Adjustable Rate Cumulative Preferred Stock, Series N". The
9.08% Preferred Stock shall rank senior as to dividends and
distributions of assets to the series of Preferred Stock, $1.00 par
value, of the Corporation designated as Junior Participating Preferred
Stock.
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2. Dividends. The annual dividend rate of the 9.08% Preferred
Stock shall be $2.27 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 9.08% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 9.08% Series J of Chase (the
"Chase 9.08% Preferred Stock") (or commencing on the date of the
Effective Time if such date was such a dividend payment date) and shall
end on and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 9.08% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 9.08%
Preferred Stock as they appear on the stock register of the Corporation
on such record date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the
Corporation. Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any
quarterly 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. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 9.08% Preferred Stock, the
Corporation, in making any dividend payment on account of arrears on
the 9.08% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 9.08%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of
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dividends in arrears upon all such outstanding shares of 9.08%
Preferred Stock and such other series of Preferred Stock to the date of
such dividend payment. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or
payments which may be in arrears. Dividends payable on the 9.08%
Preferred Stock for any period less than a full quarter (after the
initial dividend period) shall be computed on the basis of a 360 day
year.
3. Redemption. On or after March 31, 1997, the Corporation, at
its option, may redeem shares of the 9.08% Preferred Stock, as a whole
or in part, at any time or from time to time at a redemption price of
$25 per share plus accrued and unpaid dividends thereon to the date
fixed for redemption. To permit the 9.08% Preferred Stock to qualify as
Tier 1 capital of the Corporation, any such redemption shall be subject
to the prior approval of the Board of Governors of the Federal Reserve
System.
In the event the Corporation shall redeem shares of 9.08%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 9.08% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 9.08%
Preferred Stock 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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
9.08% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 9.08%
Preferred Stock not previously called for
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redemption by lot or pro rata (as nearly as may be) or by
any other method determined by the Corporation in its sole
discretion to be equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 9.08% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 9.08% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 9.08% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 9.08% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 9.08% Preferred Stock.
4. Shares to be Retired. All shares of 9.08% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 9.08% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 9.08%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 9.08% Preferred Stock shall
not have any voting powers either general or special, except
that:
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, par
value $1.00 per share, of the Corporation, 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
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he 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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if
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such creation or such alteration or change would adversely
affect the voting power, preferences or special rights of one
or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected,
voting as a class, shall be required in lieu of the consent of
the holders of shares entitled to cast at least two-thirds of
the votes entitled to be cast by the holders of the total
number of shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 9.08% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 9.08%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 9.08% Preferred Stock and any other shares
of stock of the Corporation ranking as to any such distribution on a
parity with the 9.08% Preferred Stock are not paid in full, the holders
of the 9.08% Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 9.08% Preferred Stock
of the full preferential amounts provided for in this Section 7, the
holders of the 9.08% Preferred Stock shall be entitled to no further
participation in any distribution of assets by the Corporation. The
consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 9.08% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 9.08% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 9.08% Preferred Stock (the Common Stock and any such other
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stock being herein referred to as "Junior Stock"), or make any payment
on account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any distribution in respect thereof, whether in
cash or property or in obligations or stock of the Corporation, other
than Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such dividend,
or the date of such setting apart in the case of any such fund, or the
date of such payment or distribution in the case of any other Junior
Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix K
CERTIFICATE OF DESIGNATIONS
OF
8-1/2% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
Merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into the Corporation (the "Merger")
and, in accordance with the terms
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and conditions of the Merger Agreement, (ii) each then outstanding share of
common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other
than shares which would be cancelled and retired and cease to exist as a result
of the Merger, would be converted into 1.04 fully paid and nonassessable shares
of common stock, par value $1.00 per share, of the Corporation ("Common Stock"),
which shares would, pursuant to the Rights Agreement, dated as of April 13, 1989
(as amended, the "Rights Agreement"), between the Corporation and Chemical Bank,
as Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
"RESOLVED, that the voting powers, preferences and
special rights of each series of Merger Preferred Stock shall be
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substantially identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with respect to,
the respective series of preferred stock of Chase to be converted into such
series of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to
cast at least two-thirds of the votes
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entitled to be cast by the holders of the total number of
shares of Preferred Stock at the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Six Million Eight Hundred Thousand (6,800,000) shares of 8-1/2% Cumulative
Preferred Stock, $1.00 par value, of the Corporation is hereby authorized, and
the designation, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions of
all 6,800,000 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 October 17, 1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be
"8-1/2% Cumulative Preferred Stock" (hereinafter referred to as the
"8-1/2% Preferred Stock") and the number of shares constituting such
series is Six Million Eight Hundred Thousand (6,800,000). The number of
authorized shares of 8- 1/2% Preferred Stock may be reduced by further
resolution duly adopted by the Board of Directors of the Corporation or
any duly authorized committee thereof 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 8-1/2% Preferred
Stock shall not be increased. The 8-1/2% Preferred Stock shall rank on
a parity as to dividends and distributions of assets with the series of
Preferred Stock, $1.00 par value, of the Corporation designated as
"10.96% Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative
Preferred Stock", "7.58% Cumulative Preferred Stock", "7-1/2%
Cumulative Preferred Stock", "Adjustable Rate Cumulative Preferred
Stock, Series L", "10-1/2% Cumulative Preferred Stock", "9.76%
Cumulative Preferred Stock", "10.84% Cumulative Preferred Stock",
"9.08% Cumulative Preferred Stock", "8.32% Cumulative Preferred Stock",
"8.40% Cumulative Preferred Stock", and "Adjustable Rate Cumulative
Preferred Stock, Series N". The 8-1/2% Preferred Stock shall rank
senior as to dividends and distributions of assets to the series of
Preferred Stock, $1.00 par value, of the Corporation designated as
Junior Participating Preferred Stock.
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2. Dividends. The annual dividend rate of the 8-1/2% Preferred
Stock shall be $2.125 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 8-1/2% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 8-1/2% Series K of Chase (the
"Chase 8-1/2% Preferred Stock") (or commencing on the date of the
Effective Time if such date was such a dividend payment date) and shall
end on and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 8-1/2% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 8-1/2%
Preferred Stock as they appear on the stock register of the Corporation
on such record date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the
Corporation. Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any
quarterly 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. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 8-1/2% Preferred Stock,
the Corporation, in making any dividend payment on account of arrears
on the 8-1/2% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 8-1/2%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of dividends
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in arrears upon all such outstanding shares of 8-1/2% Preferred Stock
and such other series of Preferred Stock to the date of such dividend
payment. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in
arrears. Dividends payable on the 8-1/2% Preferred Stock for any period
less than a full quarter (after the initial dividend period) shall be
computed on the basis of a 360 day year.
3. Redemption. On or after June 30, 1997, the Corporation, at
its option, may redeem shares of the 8-1/2% Preferred Stock, as a whole
or in part, at any time or from time to time at a redemption price of
$25 per share plus accrued and unpaid dividends thereon to the date
fixed for redemption. To permit the 8-1/2% Preferred Stock to qualify
as Tier 1 capital of the Corporation, any such redemption shall be
subject to the prior approval of the Board of Governors of the Federal
Reserve System.
In the event the Corporation shall redeem shares of 8- 1/2%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 8-1/2% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 8-1/2%
Preferred Stock 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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
8-1/2% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 8-1/2%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may
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be) or by any other method determined by the Corporation in
its sole discretion to be equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 8-1/2% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 8-1/2% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 8-1/2% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 8-1/2% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 8-1/2% Preferred Stock.
4. Shares to be Retired. All shares of 8-1/2% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 8-1/2% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 8-1/2%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 8-1/2% Preferred Stock shall
not have any voting powers either general or special, except
that:
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, par
value $1.00 per share, of the Corporation, 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 shall have been elected,
notwithstanding that prior
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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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would
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adversely affect the voting power, preferences or special
rights of one or more, but not all, series of Preferred Stock
at the time outstanding, consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of all of the shares of all such series
so affected, voting as a class, shall be required in lieu of
the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock at the time
outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 8-1/2% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 8-1/2%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 8-1/2% Preferred Stock and any other shares
of stock of the Corporation ranking as to any such distribution on a
parity with the 8-1/2% Preferred Stock are not paid in full, the
holders of the 8-1/2% Preferred Stock and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 8-1/2% Preferred
Stock of the full preferential amounts provided for in this Section 7,
the holders of the 8-1/2% Preferred Stock shall be entitled to no
further participation in any distribution of assets by the Corporation.
The consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 8-1/2% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 8-1/2% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 8-1/2% Preferred Stock (the Common Stock and any such other
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stock being herein referred to as "Junior Stock"), or make any payment
on account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any distribution in respect thereof, whether in
cash or property or in obligations or stock of the Corporation, other
than Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such dividend,
or the date of such setting apart in the case of any such fund, or the
date of such payment or distribution in the case of any other Junior
Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix L
CERTIFICATE OF DESIGNATIONS
OF
8.32% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially identical
to the voting powers, preferences and special rights applicable to, and
specified in the certificate of designations with respect to, the respective
series of preferred stock of Chase to be converted into such series of Merger
Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding; and further
"RESOLVED, that the foregoing resolution shall be deemed to
supplement and to modify the resolutions adopted at the August 27, 1995 meeting
of the Board of Directors of the Corporation."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Nine Million Six Hundred Thousand (9,600,000) shares of 8.32% Cumulative
Preferred Stock, $1.00 par value, of the Corporation is hereby authorized, and
the designation, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions of
all 9,600,000 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 October 17, 1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be "8.32%
Cumulative Preferred Stock" (hereinafter referred to as the "8.32%
Preferred Stock") and the number of shares constituting such series is
Nine Million Six Hundred Thousand (9,600,000). The number of authorized
shares of 8.32% Preferred Stock may be reduced by further resolution
duly adopted by the Board of Directors of the Corporation or any duly
authorized committee thereof 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 8.32% Preferred Stock shall not be
increased. The 8.32% Preferred Stock shall rank on a parity as to
dividends and distributions of assets with the series of Preferred
Stock, $1.00 par value, of the Corporation designated as "10.96%
Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative Preferred
Stock", "7.58% Cumulative Preferred Stock", "7-1/2% Cumulative
Preferred Stock", "Adjustable Rate Cumulative Preferred Stock, Series
L", "10-1/2% Cumulative Preferred Stock", "9.76% Cumulative Preferred
Stock", "10.84% Cumulative Preferred Stock", "9.08% Cumulative
Preferred Stock", "8-1/2% Cumulative
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Preferred Stock", "8.40% Cumulative Preferred Stock" and "Adjustable
Rate Cumulative Preferred Stock, Series N". The 8.32% Preferred Stock
shall rank senior as to dividends and distributions of assets to the
series of Preferred Stock, $1.00 par value, of the Corporation
designated as Junior Participating Preferred Stock.
2. Dividends. The annual dividend rate of the 8.32% Preferred
Stock shall be $2.08 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 8.32% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 8.32% of Chase (the "Chase
8.32% Preferred Stock") (or commencing on the date of the Effective
Time if such date was such a dividend payment date) and shall end on
and include the date next preceding the first day of the next Quarterly
Dividend Period; provided, however, that in the event the Effective
Time shall occur after the record date for the payment of a regular
quarterly dividend on the Chase 8.32% Preferred Stock, but prior to the
payment date for such dividend, then the Initial Dividend Period shall
be the first Quarterly Dividend Period as described in the preceding
sentence. Dividends shall be cumulative from the date on which the
Initial Dividend Period commences and shall be payable, when and as
declared by the Board of Directors, on March 31, June 30, September 30
and December 31 in each year, commencing with such date that next
follows the end of the Initial Dividend Period. Each such dividend
shall be paid to the holders of record of shares of 8.32% Preferred
Stock as they appear on the stock register of the Corporation on such
record date, not exceeding 30 days preceding the payment date thereof,
as shall be fixed by the Board of Directors of the Corporation.
Dividends on account of arrears for any past dividend periods may be
declared and paid at any time, without reference to any quarterly
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. In the event that there shall be
outstanding shares of any other series of
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Preferred Stock ranking on a parity as to dividends with the 8.32%
Preferred Stock, the Corporation, in making any dividend payment on
account of arrears on the 8.32% Preferred Stock or such other series of
Preferred Stock, shall make payments ratably upon all outstanding
shares of 8.32% Preferred Stock and such other series of Preferred
Stock in proportion to the respective amounts of dividends in arrears
upon all such outstanding shares of 8.32% Preferred Stock and such
other series of Preferred Stock to the date of such dividend payment.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments which may be in arrears.
Dividends payable on the 8.32% Preferred Stock for any period less than
a full quarter (after the initial dividend period) shall be computed on
the basis of a 360 day year consisting of twelve 30-day months.
3. Redemption. On or after September 30, 1997, the
Corporation, at its option, may redeem shares of the 8.32% Preferred
Stock, as a whole or in part, at any time or from time to time at a
redemption price of $25 per share plus an amount equal to the accrued
and unpaid dividends thereon to the date fixed for redemption (whether
or not such dividends have been declared). To permit the 8.32%
Preferred Stock to qualify as Tier 1 capital of the Corporation, any
such redemption shall be subject to the prior approval of the Board of
Governors of the Federal Reserve System.
In the event the Corporation shall redeem shares of 8.32%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 8.32% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 8.32%
Preferred Stock so called for redemption shall cease to accrue, and
notwithstanding the fact that any certificates for such shares shall
not have been surrendered for payment of the redemption price, 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
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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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
8.32% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 8.32%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 8.32% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 8.32% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 8.32% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 8.32% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 8.32% Preferred Stock.
4. Shares to be Retired. All shares of 8.32% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 8.32% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 8.32%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 8.32% Preferred Stock shall
not have any voting powers either general or special, except
that:
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
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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, par value $1.00 per share, of the
Corporation, 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 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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote
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per share thereon, the Corporation may not: (a) create any
class or series of stock which shall have preference as to
dividends or distribution of assets over any outstanding
series of the Preferred Stock other than a series which shall
not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the
voting power, preferences or special rights of the holders of
Preferred Stock; provided, however, that if such creation or
such alteration or change would adversely affect the voting
power, preferences or special rights of one or more, but not
all, series of Preferred Stock at the time outstanding,
consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of
all of the shares of all such series so affected, voting as a
class, shall be required in lieu of the consent of the holders
of shares entitled to cast at least two-thirds of the votes
entitled to be cast by the holders of the total number of
shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 8.32% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 8.32%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution (whether or not such dividends have been
declared). If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the amounts payable with
respect to the 8.32% Preferred Stock and any other shares of stock of
the Corporation ranking as to any such distribution on a parity with
the 8.32% Preferred Stock are not paid in full, the holders of the
8.32% Preferred Stock and of such other shares shall share ratably in
any such distribution of assets of the Corporation in proportion to the
full respective preferential amounts to which they are entitled. After
payment to the holders of the 8.32% Preferred Stock of the full
preferential amounts provided for in this Section 7, the holders of the
8.32% Preferred Stock shall be entitled to no further participation in
any distribution of assets by the Corporation. The consolidation or
merger of the Corporation with or into any other corporation, or the
sale of substantially all the assets of the Corporation in
consideration for the issuance of equity securities of another
corporation, shall not be regarded as a liquidation, dissolution or
winding up of the Corporation within the
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meaning of this Section 7, but only if such consolidation, merger or
sale of assets shall not in any way impair the voting power,
preferences or special rights of the 8.32% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 8.32% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 8.32% Preferred Stock (the Common Stock and any such other stock
being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, a sinking or other analogous fund
for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any distribution in respect thereof, whether in
cash or property or in obligations or stock of the Corporation, other
than Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such dividend,
or the date of such setting apart in the case of any such fund, or the
date of such payment or distribution in the case of any other Junior
Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix M
CERTIFICATE OF DESIGNATIONS
OF
8.40% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation, with the Corporation continuing as the surviving corporation in the
merger under the name "The Chase Manhattan Corporation":
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially identical
to the voting powers, preferences and special rights applicable to, and
specified in the certificate of designations with respect to, the respective
series of preferred stock of Chase to be converted into such series of Merger
Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 15, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Six Million Nine Hundred Thousand (6,900,000) shares of 8.40% Cumulative
Preferred Stock, $1.00 par value, of the Corporation is hereby authorized, and
the designation, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions of
all 6,900,000 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 October 17, 1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be "8.40%
Cumulative Preferred Stock" (hereinafter referred to as the "8.40%
Preferred Stock") and the number of shares constituting such series is
Six Million Nine Hundred Thousand (6,900,000). The number of authorized
shares of 8.40% Preferred Stock may be reduced by further resolution
duly adopted by the Board of Directors of the Corporation or any duly
authorized committee thereof 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 8.40% Preferred Stock shall not be
increased. The 8.40% Preferred Stock shall rank on a parity as to
dividends and distributions of assets with the series of Preferred
Stock, $1.00 par value, of the Corporation designated as "10.96%
Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative Preferred
Stock", "7.58% Cumulative Preferred Stock", "7-1/2% Cumulative
Preferred Stock", "Adjustable Rate Cumulative Preferred Stock, Series
L", "10-1/2% Cumulative Preferred Stock", "9.76% Cumulative Preferred
Stock", "10.84% Cumulative Preferred Stock", "9.08% Cumulative
Preferred Stock", "8-1/2% Cumulative Preferred Stock", "8.32%
Cumulative Preferred Stock" and "Adjustable Rate Cumulative Preferred
Stock, Series N". The 8.40% Preferred Stock shall rank senior as to
dividends and distributions of assets to the series of Preferred Stock,
$1.00 par value, of the Corporation designated as Junior Participating
Preferred Stock.
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2. Dividends. The annual dividend rate of the 8.40% Preferred
Stock shall be $2.10 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 8.40% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 8.40% Series M of Chase (the
"Chase 8.40% Preferred Stock") (or commencing on the date of the
Effective Time if such date was such a dividend payment date) and shall
end on and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 8.40% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 8.40%
Preferred Stock as they appear on the stock register of the Corporation
on such record date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the
Corporation. Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any
quarterly 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. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 8.40% Preferred Stock, the
Corporation, in making any dividend payment on account of arrears on
the 8.40% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 8.40%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of dividends
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in arrears upon all such outstanding shares of 8.40% Preferred Stock
and such other series of Preferred Stock to the date of such dividend
payment. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in
arrears. Dividends payable on the 8.40% Preferred Stock for any period
less than a full quarter (after the initial dividend period) shall be
computed on the basis of a 360 day year consisting of twelve 30-day
months.
3. Redemption. On or after March 31, 1998, the Corporation, at
its option, may redeem shares of the 8.40% Preferred Stock, as a whole
or in part, at any time or from time to time at a redemption price of
$25 per share plus an amount equal to the accrued and unpaid dividends
thereon to the date fixed for redemption (whether or not such dividends
have been declared). To permit the 8.40% Preferred Stock to qualify as
Tier 1 capital of the Corporation, any such redemption shall be subject
to the prior approval of the Board of Governors of the Federal Reserve
System.
In the event the Corporation shall redeem shares of 8.40%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of 8.40% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the 8.40%
Preferred Stock so called for redemption shall cease to accrue, and
notwithstanding the fact that any certificates for such shares shall
not have been surrendered for payment of the redemption price, 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 any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
8.40%
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Preferred Stock are to be redeemed, shares to be redeemed shall be
selected by the Corporation from outstanding shares of 8.40% Preferred
Stock not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Corporation
in its sole discretion to be equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 8.40% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 8.40% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 8.40% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 8.40% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 8.40% Preferred Stock.
4. Shares to be Retired. All shares of 8.40% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 8.40% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 8.40%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 8.40% Preferred Stock shall
not have any voting powers either general or special, except
that:
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, par
value $1.00 per share, of the Corporation, 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.
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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 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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of
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Incorporation, as amended, so as to adversely affect the
voting power, preferences or special rights of the holders of
Preferred Stock; provided, however, that if such creation or
such alteration or change would adversely affect the voting
power, preferences or special rights of one or more, but not
all, series of Preferred Stock at the time outstanding,
consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of
all of the shares of all such series so affected, voting as a
class, shall be required in lieu of the consent of the holders
of shares entitled to cast at least two-thirds of the votes
entitled to be cast by the holders of the total number of
shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 8.40% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 8.40%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution (whether or not such dividends have been
declared). If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the amounts payable with
respect to the 8.40% Preferred Stock and any other shares of stock of
the Corporation ranking as to any such distribution on a parity with
the 8.40% Preferred Stock are not paid in full, the holders of the
8.40% Preferred Stock and of such other shares shall share ratably in
any such distribution of assets of the Corporation in proportion to the
full respective preferential amounts to which they are entitled. After
payment to the holders of the 8.40% Preferred Stock of the full
preferential amounts provided for in this Section 7, the holders of the
8.40% Preferred Stock shall be entitled to no further participation in
any distribution of assets by the Corporation. The consolidation or
merger of the Corporation with or into any other corporation, or the
sale of substantially all the assets of the Corporation in
consideration for the issuance of equity securities of another
corporation, shall not be regarded as a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 7, but
only if such consolidation, merger or sale of assets shall not in any
way impair the voting power, preferences or special rights of the 8.40%
Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock.
So long as any 8.40% Preferred Stock shall be outstanding,
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the Corporation shall not declare any dividends on the Common Stock or
any other stock of the Corporation ranking as to dividends or
distributions of assets junior to the 8.40% Preferred Stock (the Common
Stock and any such other stock being herein referred to as "Junior
Stock"), or make any payment on account of, or set apart money for, a
sinking or other analogous fund for the purchase, redemption or other
retirement of any shares of Junior Stock, or make any distribution in
respect thereof, whether in cash or property or in obligations or stock
of the Corporation, other than Junior Stock (such dividends, payments,
setting apart and distributions being herein called "Junior Stock
Payments"), unless all of the conditions set forth in the following
subsections A and B shall exist at the date of such declaration in the
case of any such dividend, or the date of such setting apart in the
case of any such fund, or the date of such payment or distribution in
the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix N
CERTIFICATE OF DESIGNATIONS
OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES N
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on November 13, 1995, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $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
resolutions of the Board of Directors adopted at a meeting duly convened and
held on August 27, 1995:
1. The Board of Directors on August 27, 1995 adopted the
following resolutions authorizing the Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of Preferred Stock pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking
Corporation), which provided for the merger of Chase with and into the
Corporation under the name "The Chase Manhattan Corporation"):
"RESOLVED, that it is advisable and in the best interests of
the Corporation and its stockholders for the Corporation to enter into the
Agreement and Plan of Merger between the Corporation and The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), substantially in the form
presented to this Meeting (the "Merger Agreement"), pursuant to which, among
other things, (i) Chase would merge with and into the Corporation (the "Merger")
and, in accordance with the terms
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and conditions of the Merger Agreement, (ii) each then outstanding share of
common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other
than shares which would be cancelled and retired and cease to exist as a result
of the Merger, would be converted into 1.04 fully paid and nonassessable shares
of common stock, par value $1.00 per share, of the Corporation ("Common Stock"),
which shares would, pursuant to the Rights Agreement, dated as of April 13, 1989
(as amended, the "Rights Agreement"), between the Corporation and Chemical Bank,
as Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
"RESOLVED, that the voting powers, preferences and
special rights of each series of Merger Preferred Stock shall be
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substantially identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with respect to,
the respective series of preferred stock of Chase to be converted into such
series of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"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, par value $1.00 per
share, of the Corporation, 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 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
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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; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to
cast at least two-thirds of the votes
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entitled to be cast by the holders of the total number of
shares of Preferred Stock at the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
November 13, 1995, 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
the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up
to Nine Million One Hundred Thousand (9,100,000) shares of Adjustable Rate
Cumulative Preferred Stock, Series N, $1.00 par value, of the Corporation is
hereby authorized, and the designation, preferences and privileges, relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions of all 9,100,000 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 October 17, 1995, are hereby fixed as follows:
1. Designation. The designation of such series shall be
"Adjustable Rate Cumulative Preferred Stock, Series N" (hereinafter
referred to as the "Series N Preferred Stock") and the number of shares
constituting such series is Nine Million One Hundred Thousand
(9,100,000). Shares of Series N Preferred Stock shall have a stated
value of $25.00 per share. The number of authorized shares of Series N
Preferred Stock may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation or any duly authorized
committee thereof 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 Series N Preferred Stock shall not be increased.
The Series N Preferred Stock shall rank on a parity as to dividends and
distributions of assets with the series of Preferred Stock, $1.00 par
value, of the Corporation designated as "10.96% Preferred Stock",
"8-3/8% Preferred Stock", "7.92% Cumulative Preferred Stock", "7.58%
Cumulative Preferred Stock", "7-1/2% Cumulative Preferred Stock",
"Adjustable Rate Cumulative Preferred Stock, Series L", "10-1/2%
Cumulative Preferred Stock", "9.76% Cumulative Preferred Stock",
"10.84% Cumulative Preferred Stock", "9.08% Cumulative Preferred
Stock", "8-1/2% Cumulative Preferred Stock", "8.32% Cumulative
Preferred Stock" and "8.40% Cumulative Preferred Stock". The Series N
Preferred Stock shall rank senior as to dividends and distributions of
assets to the series of Preferred Stock, $1.00 par value, of
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the Corporation designated as Junior Participating Preferred
Stock.
2. Dividends. Dividends shall be payable on the shares of the
Series N Preferred Stock, when and as declared by the Board of
Directors, for the Initial Dividend Period (as defined below) and each
quarterly dividend period (a "Quarterly Dividend Period"; the Initial
Dividend Period and each such Quarterly Dividend Period being
hereinafter referred to as "Dividend Periods") thereafter, which
Quarterly Dividend Periods shall commence on January 1, April 1, July 1
and October 1 in each year, commencing with the first such date to
occur after the effective time (the "Effective Time") of the merger of
The Chase Manhattan Corporation ("Chase") with and into the
Corporation, and shall end on and include the day next preceding the
first day of the next Dividend Period, at a rate per annum of the
stated value thereof equal to the Applicable Rate (as defined in
Section 3) in respect of such Dividend Period, expressed as a
percentage to the nearest ten thousandth of a percentage point. The
amount of dividends per share for each 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 the Series N Preferred Stock. The Initial Dividend Period is
the period commencing on the day following the most recent date next
preceding the Effective Time on which a dividend was paid on the
Preferred Stock, Adjustable Rate Series N, of Chase (the "Chase
Adjustable Rate Preferred")(or commencing on the date of the Effective
Time if such date was such a dividend payment date) and shall end on
and include the date next preceding the first day of the next Quarterly
Dividend Period; provided, however, that in the event the Effective
Time shall occur after the record date for the payment of a regular
quarterly dividend on the Chase Adjustable Rate Preferred but prior to
the payment date for such dividend, then the Initial Dividend Period
shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on the last day of March,
June, September and December of each year, commencing with the last day
of the Initial Dividend Period. Each such dividend shall be paid to the
holders of record of shares of Series N Preferred Stock as they appear
on the stock register of the Corporation on such record date, not
exceeding 30 days preceding the payment date thereof, as shall be fixed
by the Board of Directors of the Corporation. Dividends on account of
arrears for any past dividend periods may be declared and paid at any
time, without reference to any quarterly 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.
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In the event that there shall be outstanding shares of any other series
of Preferred Stock ranking on a parity as to dividends with the Series
N Preferred Stock, the Corporation, in making any dividend payment on
account of arrears on the Series N Preferred Stock or such other series
of Preferred Stock, shall make payments ratably upon all outstanding
shares of Series N Preferred Stock and such other series of Preferred
Stock in proportion to the respective amounts of dividends in arrears
upon all such outstanding shares of Series N Preferred Stock and such
other series of Preferred Stock to the date of such dividend payment.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments which may be in arrears.
Dividends payable on the Series N Preferred Stock for any period which
is less than a full Quarterly Dividend Period shall be computed on the
basis of a 360 day year consisting of twelve 30-day months.
3. Definition of Applicable Rate, etc.
Except as provided below in this paragraph, the "Applicable
Rate" for the Initial Dividend Period (if it commences prior to the
date of the Effective Time) shall be the Applicable Rate of the Chase
Adjustable Rate Preferred immediately prior to the Effective Time, and
for any Quarterly Dividend Period (including the Initial Dividend
Period if it commences on or after the date of the Effective Time) will
be equal to 85% 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 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
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(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.
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 the Series N
Preferred Stock 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 or 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
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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.
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 the Series N Preferred Stock 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
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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.
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 the Series N Preferred Stock 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
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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 Rate for any Quarterly
Dividend Period as provided above in this paragraph, then 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.
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.
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 Series N Preferred Stock.
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
N-11
<PAGE> 169
originally issued at a deep or substantial
discount;
(iv) "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. On or after June 30, 1999, the Corporation, at
its option, may redeem shares of the Series N Preferred Stock, as a
whole or in part, at any time or from time to time at a redemption
price of $25 per share plus an amount equal to the accrued and unpaid
dividends thereon to the date fixed for redemption (whether or not such
dividends have been declared). To permit the Series N Preferred Stock
to qualify as Tier 1 capital of the Corporation, any such redemption
shall be subject to the prior approval of the Board of Governors of the
Federal Reserve System.
In the event the Corporation shall redeem shares of Series N
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor 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:
(1) the redemption date; (2) the number of shares of Series N Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. 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 the Series
N Preferred Stock so called for redemption shall cease to accrue, and
notwithstanding the fact that any certificates for such shares shall
not have been surrendered for payment of the redemption price, 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
N-12
<PAGE> 170
Corporation or any duly authorized committee thereof shall so require
and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. If less than all the
outstanding shares of Series N Preferred Stock are to be redeemed,
shares to be redeemed shall be selected by the Corporation from
outstanding shares of Series N Preferred Stock not previously called
for redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Corporation in its sole discretion to be
equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of Series N Preferred Stock pursuant to the first
paragraph of this Section 4 or purchase or otherwise acquire any shares
of Series N Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of Series N Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of Series N Preferred Stock pursuant to a
purchase or exchange offer made on the same terms to holders of all
outstanding shares of Series N Preferred Stock.
5. Shares to be Retired. All shares of Series N Preferred
Stock redeemed or purchased by the Corporation shall be retired and
canceled and shall be restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of Series N Preferred Stock.
6. Conversion or Exchange. The holders of shares of Series N
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
7. Voting. The shares of Series N Preferred Stock
shall not have any voting powers either general or special,
except that:
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, par
value $1.00 per
N-13
<PAGE> 171
share, of the Corporation, 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 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; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets
N-14
<PAGE> 172
over any outstanding series of the Preferred Stock other than
a series which shall not have any right to object to such
creation or (b) alter or change the provisions of the
Corporation's Certificate of Incorporation, as amended, so as
to adversely affect the voting power, preferences or special
rights of the holders of Preferred Stock; provided, however,
that if such creation or such alteration or change would
adversely affect the voting power, preferences or special
rights of one or more, but not all, series of Preferred Stock
at the time outstanding, consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of all of the shares of all such series
so affected, voting as a class, shall be required in lieu of
the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock at the time
outstanding.
8. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the Series N Preferred Stock shall be entitled to
receive out of the assets of the Corporation available for distribution
to stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the Series N
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution (whether or not such dividends have been
declared). If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the amounts payable with
respect to the Series N Preferred Stock and any other shares of stock
of the Corporation ranking as to any such distribution on a parity with
the Series N Preferred Stock are not paid in full, the holders of the
Series N Preferred Stock and of such other shares shall share ratably
in any such distribution of assets of the Corporation in proportion to
the full respective preferential amounts to which they are entitled.
After payment to the holders of the Series N Preferred Stock of the
full preferential amounts provided for in this Section 8, the holders
of the Series N Preferred Stock shall be entitled to no further
participation in any distribution of assets by the Corporation. The
consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 8, but only if such consolidation, merger or sale of assets
shall not in any way impair the
N-15
<PAGE> 173
voting power, preferences or special rights of the Series N
Preferred Stock.
9. Limitation on Dividends on Junior Ranking Stock. So long as
any Series N Preferred Stock shall be outstanding, the Corporation
shall not declare any dividends on the Common Stock or any other stock
of the Corporation ranking as to dividends or distributions of assets
junior to the Series N Preferred Stock (the Common Stock and any such
other stock being herein referred to as "Junior Stock"), or make any
payment on account of, or set apart money for, a sinking or other
analogous fund for the purchase, redemption or other retirement of any
shares of Junior Stock, or make any distribution in respect thereof,
whether in cash or property or in obligations or stock of the
Corporation, other than Junior Stock (such dividends, payments, setting
apart and distributions being herein called "Junior Stock Payments"),
unless all of the conditions set forth in the following subsections A
and B shall exist at the date of such declaration in the case of any
such dividend, or the date of such setting apart in the case of any
such fund, or the date of such payment or distribution in the case of
any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or declared
and set apart for payment upon all outstanding shares of Preferred
Stock other than Junior Stock.
B. The Corporation shall not be in default or in arrears with
respect to any sinking or other analogous fund or any call for tenders
obligation or other agreement for the purchase, redemption or other
retirement of any shares of Preferred Stock other than Junior Stock."
N-16
<PAGE> 1
[SIMPSON THACHER & BARTLETT LETTERHEAD]
EXHIBIT 5
March 4, 1996
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to Chemical Banking Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 of the Company (the "Registration Statement"), filed on the date
hereof with the Securities and Exchange Commission under the Securities of Act
of 1933, as amended, relating to shares (the "Shares") of Common Stock, par
value $1.00 per share, of the Company to be issued by the Company from time to
time upon the exercise of Common Stock Subscription Warrants (the "Warrants")
originally issued by The Chase Manhattan Corporation ("Chase") pursuant to a
Warrant Agreement, dated as of July 24, 1992 (the "Warrant Agreement"), between
Chase and Mellon Securities Trust Company, as warrant agent, and to be assumed
by the Company pursuant to the Agreement and Plan of Merger, dated as of August
27, 1995 (the "Merger Agreement"), between Chase and the
<PAGE> 2
Chemical Banking Corporation -2- March 4, 1996
Company, and in accordance with Section 259 of the Delaware General Corporation
Law, upon the effectiveness of the proposed merger of Chase with and into the
Company.
We have examined the Warrant Agreement and the Merger Agreement. In
addition, we have examined, and have relied as to matters of fact upon,
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments and
such certificates or comparable documents of public officials and of officers
and representatives of the Company, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been duly
authorized and, when certificates representing the Shares have been duly
executed, countersigned, registered and delivered upon exercise of any Warrant
in accordance with the terms of such Warrant and the Warrant Agreement and
payment of the exercise price therefor, the Shares will be validly issued,
fully paid and nonassessable.
<PAGE> 3
[SIMPSON THACHER & BARTLETT LETTERHEAD]
-3-
March 4, 1996
Chemical Banking Corporation
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5
to the Registration Statement and to the reference to this firm under the
caption "Validity of Shares of Common Stock" in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
-------------------------------
SIMPSON THACHER & BARTLETT
<PAGE> 1
EXHIBIT 23.1
[PRICE WATERHOUSE LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Chemical Banking Corporation, of our report dated
January 17, 1995 appearing on page 43 of section B of the Annual Report on Form
10-K of Chemical Banking Corporation for the year ended December 31, 1994. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
March 4, 1994
<PAGE> 1
EXHIBIT 23.2
[Price Waterhouse LLP LETTERHEAD]
[LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Chemical Banking Corporation, of our report dated
January 17, 1995 appearing on page 50 of the Annual Report on Form 10-K of The
Chase Manhattan Corporation for the year ended December 31, 1994. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ Price Waterhouse LLP
- ---------------------------------
PRICE WATERHOUSE LLP
New York, New York
March 4, 1994
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 2
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Walter V. Shipley
---------------------
Walter V. Shipley
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 4
2
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 20th day of February, 1996.
/s/ Edward D. Miller
--------------------
Edward D. Miller
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 6
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Frank A. Bennack, Jr.
-------------------------
Frank A. Bennack, Jr.
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 8
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Michel C. Bergerac
----------------------
Michel C. Bergerac
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 10
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Randolph W. Bromery
-----------------------
Randolph W. Bromery
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 12
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Charles W. Duncan, Jr.
--------------------------
Charles W. Duncan, Jr.
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 14
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Melvin R. Goods
-------------------
Melvin R. Goodes
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 16
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ George V. Grune
-------------------
George V. Grune
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 18
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ William B. Harrison, Jr.
----------------------------
William B. Harrison, Jr.
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 20
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Harold S. Hook
------------------
Harold S. Hook
<PAGE> 21
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 22
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ J. Bruce Llewellyn
----------------------
J. Bruce Llewellyn
<PAGE> 23
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 24
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ John P. Mascotte
--------------------
John P. Mascotte
<PAGE> 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 26
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ John F. McGillicuddy
------------------------
John F. McGillicuddy
<PAGE> 27
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 28
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Andrew C. Sigler
--------------------
Andrew C. Sigler
<PAGE> 29
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 30
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Michael I. Sovern
---------------------
Michael I. Sovern
<PAGE> 31
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 32
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ John R. Stafford
--------------------
John R. Stafford
<PAGE> 33
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 34
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ W. Bruce Thomas
-------------------
W. Bruce Thomas
<PAGE> 35
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 36
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Marina v.N Whitman
----------------------
Marina v.N Whitman
<PAGE> 37
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 38
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Richard D. Wood
-------------------
Richard D. Wood
<PAGE> 39
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 40
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Peter J. Tobin
------------------
Peter J. Tobin
<PAGE> 41
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, and each of them severally, his or her true and lawful attorneys-in-fact
and agents, with the power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "Commission") thereunder in connection with the
registration under the Act of shares of Common Stock, par value $1.00 per share
("Common Stock"), of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on August 27, 1995, authorizing the
preparation and filing of (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements and
exhibits thereto (collectively, the "Registration Statement") to be filed with
the Commission, and to sign any and all instruments or documents to be filed as
a part of or in connection with said Registration Statement, whether such
instruments or documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so signed, together
with any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement, with the Commission, to appear
before the Commission in connection with any matter relating to such
Registration Statement; and to do any and all acts and all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the Act
and the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Commission thereunder, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each undersigned director or officer in such capacity, to any
application, report, instrument, certificate, form or other documents, and any
and all supplements and amendments thereto, to be filed on behalf of said
Corporation with the Commission, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done as he or she might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
<PAGE> 42
2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of February, 1996.
/s/ Joseph L. Sclafani
----------------------
Joseph L. Sclafani
