<PAGE> 1
File No. 333-____________
Post-Effective Amendment No.1 to Registration Statement No.33-49913
Post-Effective Amendment No.2 to Registration Statement No.33-40272
============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
THE CHASE MANHATTAN CORPORATION
(formerly known as Chemical Banking Corporation)
(Exact name of Registrant as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
270 Park Avenue, New York, New York 10017-2070
(212) 270-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
THE CHASE MANHATTAN 1996 LONG-TERM
INCENTIVE PLAN
(Full Title of the Plan)
_______________
ANTHONY J. HORAN
Corporate Secretary
The Chase Manhattan Corporation
270 Park Avenue, New York, New York 10017-2070
(212) 270-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
NEILA B. RADIN, ESQ.
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017-2070
_________________
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Amount to Be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to Be Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price (1)
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1
per share... 35,000,000 $67.6875 $2,369,062,500 $816,918.10
shares
- ------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h) under the Securities Act of
1933, the proposed maximum offering price per share and the
proposed maximum aggregate offering price are estimated solely for
the purpose of calculating the registration fee and are based
upon the average of the high and low prices of the Common Stock
on the composite reporting system for stocks listed on the New
York Stock Exchange, Inc. on July 8, 1996.
</FN>
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933,
this Registration Statement constitutes Post-Effective Amendment
No.1 to Registration Statement on Form S-8 (File No. 33-49913)
and Post-Effective Amendment No.2 to Registration Statement on
Form S-8 (File No.33-40272).
============================================================
<PAGE> 2
PART I
Item 1. Plan Information.
The Chase Manhattan Corporation (the "Corporation")
(formerly Chemical Banking Corporation) will deliver, or
cause to be delivered, the Prospectus relating hereto to each
offeree of securities covered by this Registration Statement.
Item 2. Registrant Information and Employee Plan
Annual Information.
The Corporation will, upon written or oral request,
provide without charge to any person to whom the Prospectus
relating to this Registration Statement is delivered, a copy of any
and all of the information which has been incorporated by
reference in such Prospectus and this Registration Statement (pursuant to
Item 3 of Part II below). Such requests should be directed to
the Office of the Secretary, The Chase Manhattan Corporation,
270 Park Avenue, New York, New York 10017-2070 (telephone (212)
270-4040).
PART II
Item 3. Incorporation of Certain Documents By Reference.
There are incorporated herein by reference the
following documents of the Corporation heretofore filed by it with
the Securities and Exchange Commission:
(i) Annual Report on Form 10-K for the year ended December 31, 1995;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996;
(iii) Current Reports on Form 8-K dated January 12, 1996,
January 18, 1996, January 19, 1996, February 5, 1996,
March 25, 1996, March 31, 1996 and April 16, 1996; and
(iv) The description of the Common Stock set forth in the
Corporation's Registration Statement filed pursuant
to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act") and any amendment or report filed
for the purpose of updating that description.
All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered hereunder have been sold or
which deregisters all of such shares then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.
<PAGE> 3
Item 4. Description of Securities.
Only securities registered under Section 12 of the
Exchange Act are being offered.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the
Corporation as of December 31, 1995 and 1994 and for each of the years in
the three-year period ended December 31, 1995 incorporated in
this Prospectus by reference to the Corporation's 1995 Annual
Report and by reference, to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The legality of the shares of Common Stock offered
hereunder has been passed upon for the Corporation by Neila B.
Radin, counsel to the Corporation and a Senior Vice President
and Associate General Counsel of Chemical Bank.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Delaware General Corporation Law
(the "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.
<PAGE> 4
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 the
Corporation 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 Corporation
shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
The Corporation's Restated Certificate of
Incorporation empowers the Corporation to indemnify any director,
officer, employee or agent of the Corporation or any other person
who is serving at the Corporation'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.
The Corporation's Restated Certificate of Incorporation
also empowers the Corporation 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 Corporation or any other person
who is serving at the Corporation'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 Corporation would have the power
or be required to indemnify any such individual under the terms of
any agreement or by-law or the DGCL.
<PAGE> 5
In addition, the Corporation'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 Corporation or, at the request of
the Corporation, 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 Corporation and entitle them to
have all expenses incurred in advance of the final disposition
of a proceeding paid by the Corporation. 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 Corporation's By-laws also provide that the
Corporation may enter into contracts with any director, officer,
employee or agent of the Corporation 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 7. Exemption From Registration Claimed.
This item is not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation
of the Corporation.
4.2 By-Laws of the Corporation as amended
(incorporated herein by reference to Exhibit 3.2 of the
Corporation's Annual Report on Form 10-K, dated
December 31, 1993, File No. 1-5805).
5. Opinion of Neila B. Radin, counsel to the
Corporation and a Senior Vice President and Associate
General Counsel of Chemical Bank, as to the legality of
the Common Stock being registered and to be issued by
the Corporation.
<PAGE> 6
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Neila B. Radin (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, of the securities offered hereby, 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 this 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 this Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that the undertakings in paragraphs (i) and
(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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 hereby
which remain unsold at the termination of the offering.
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 this
<PAGE> 7
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.
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
provisions of Item 6 above, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
The City of New York, State of New York, on this 10th day of
July, 1996.
THE CHASE MANHATTAN CORPORATION
By: /s/ Anthony J. Horan
Anthony J. Horan
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.
Signature Capacity Date
Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive
* Officer) July 10, 1996
Walter V. Shipley
President,
* Chief Operating Officer
Thomas G. Labrecque and Director July 10, 1996
Senior Vice Chairman of
* the Board and Director July 10, 1996
Edward D. Miller
* Vice Chairman of the
William B. Harrison, Jr. Board and Director July 10, 1996
* Vice Chairman of the
E. Michel Kruse Board and Director July 10, 1996
*
Frank A. Bennack, Jr. Director July 10, 1996
<PAGE> 9
* Director July 10, 1996
Susan V. Berresford
* Director July 10, 1996
M. Anthony Burns
* Director July 10, 1996
H. Laurance Fuller
* Director July 10, 1996
Melvin R. Goodes
* Director July 10, 1996
William H. Gray III
* Director July 10, 1996
George V. Grune
* Director July 10, 1996
Harold S. Hook
* Director July 10, 1996
Helene L. Kaplan
* Director July 10, 1996
J. Bruce Llewellyn
* Director July 10, 1996
Edmund T. Pratt, Jr.
* Director July 10, 1996
Henry B. Schacht
* Director July 10, 1996
Andrew C. Sigler
* Director July 10, 1996
John R. Stafford
* Director July 10, 1996
Marina v.N. Whitman
<PAGE> 10
* July 10, 1996
Peter J. Tobin Chief Financial Officer
(Principal Financial Officer)
* July 10, 1996
Joseph L. Sclafani Controller
(Principal Accounting Officer)
*Anthony J. Horan hereby signs this Registration Statement on
Form S-8 on July 10, 1996 on behalf of each of the indicated
persons for whom he is attorney-in-fact pursuant to a power of
attorney filed herein.
By: /s/ Anthony J. Horan
Anthony J. Horan
Secretary
<PAGE> 11
EXHIBIT INDEX
Exhibit Description
4.1 Restated Certificate of Incorporation.
4.2 By-Laws (incorporated herein by reference to Exhibit 3.2
of the Corporation's Annual Report on Form 10-K, dated
December 31, 1993, File No. 1-5805).
5 Opinion of Neila B. Radin
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Neila B. Radin (included in Exhibit 5).
24 Powers of Attorney.
74050
<PAGE> EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
of
THE CHASE MANHATTAN 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 The Chase Manhattan Corporation (the
"Corporation") do hereby certify under the seal of the
Corporation as follows:
First: The name of the Corporation is The Chase
Manhattan 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 Restated Certificate of Incorporation
was duly adopted in accordance with Section 245 of the General
Corporation Law of the State of Delaware and only restates and
integrates and does not further amend the provisions of the
Corporation's Restated Certificate of Incorporation as
heretofore restated, amended and supplemented. There is no
discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation.
Fourth: The text of the Restated Certificate of
Incorporation of the Corporation, as amended, is hereby
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, New Castle County, 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.
<PAGE>
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, assuch term is hereinafter
defined, issued or created by any 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;
<PAGE>
(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 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,
<PAGE>
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.
The Corporation shall possess and may exercise all powers
and privileges necessary or convenient to effect any orall 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
<PAGE>
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;
(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
<PAGE>
the qualifications, limitations or restrictions thereof, of
the Corporation's 10.96% Preferred Stock 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 8-3/8% Preferred Stock are set forth in
Appendix B hereto and are incorporated herein by reference.
(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 7.92% Cumulative 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 7.58% 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 7-1/2% 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 Adjustable Rate Cumulative Preferred Stock,
Series L 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
<PAGE>
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.
(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
<PAGE>
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 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. (4) 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.
(5) 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
<PAGE>
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.
(6) 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
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 1st day of April, 1996.
/s/Walter V. Shipley
Walter V. Shipley
Chairman
[Corporate Seal]
Attest:
/s/John B. Wynne
John B. Wynne
Secretary<PAGE>
<PAGE>
Appendix A
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<PAGE>
<PAGE>
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 such date, not
exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
"(e) Voting Rights. The shares of this Series
of Preferred Stock 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 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<PAGE>
<PAGE>
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 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 the 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.<PAGE>
<PAGE>
"(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<PAGE>
<PAGE>
"(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 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."<PAGE>
<PAGE>
Appendix B
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 Chase
Manhattan Corporation (the "Board of Directors") deems it
advisable and in the best interests of The Chase
Manhattan Corporation (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<PAGE>
<PAGE>
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:
<PAGE>
<PAGE>
"(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<PAGE>
<PAGE>
take such other action as is deemed advisable in connection
with the issuance of one or more series of the Preferred
Shares, including, without limitation, the following:
"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
"(ii) approving the form and substance, and
the execution and delivery, of any underwriting
agreement, agency agreement, placement agreement or
other agreement to be entered into by the
Corporation in connection with the issuance and sale
of the Preferred Shares, including, without
limitation, setting the amount of any underwriting
discounts and other items constituting underwriters'
compensation and any discounts and commissions
allowed or paid to dealers or agents;
"(iii) selecting the bank or trust company
which will act as depositary if Depositary Shares
are offered and approving the form and substance,
and the execution and delivery, of any deposit
agreement to be entered into by the Corporation with
such depositary; and
"(iv) appointing a registrar and transfer
agent for the registration, transfer and exchange of
the Preferred Shares and appointing a dividend
disbursing agent for the Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the
Corporation with the Secretary of State of the State of
Delaware pursuant to Section 151 of the General
Corporation Law of the State of Delaware (a "Certificate
of 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:
<PAGE>
<PAGE>
"(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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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.
"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,<PAGE>
<PAGE>
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 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.
<PAGE>
<PAGE>
"(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 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<PAGE>
<PAGE>
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 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.
<PAGE>
<PAGE>
"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 stock of the Corporation
ranking junior to this Series upon liquidation.
<PAGE>
<PAGE>
"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."<PAGE>
<PAGE>
Appendix C
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 Chase
Manhattan Corporation (the "Board of Directors") deems it
advisable and in the best interests of The Chase
Manhattan Corporation (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<PAGE>
<PAGE>
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 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:
<PAGE>
<PAGE>
"(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<PAGE>
<PAGE>
with the issuance of one or more series of the Preferred
Shares, including, without limitation, the following:
"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
"(ii) approving the form and substance, and the
execution and delivery, of any underwriting
agreement, agency agreement, placement agreement or
other agreement to be entered into by the
Corporation in connection with the issuance and sale
of the Preferred Shares, including, without
limitation, setting the amount of any underwriting
discounts and other items constituting underwriters'
compensation and any discounts and commissions
allowed or paid to dealers or agents;
"(iii) selecting the bank or trust company which
will act as depositary if Depositary Shares are
offered and approving the form and substance, and
the execution and delivery, of any deposit agreement
to be entered into by the Corporation with such
depositary; and
"(iv) appointing a registrar and transfer agent
for the registration, transfer and exchange of the
Preferred Shares and appointing a dividend
disbursing agent for the Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the
Corporation with the Secretary of State of the State of
Delaware pursuant to Section 151 of the General
Corporation Law of the State of Delaware (a "Certificate
of 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:
<PAGE>
<PAGE>
"(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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
(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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."<PAGE>
<PAGE>
Appendix D
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 Chase
Manhattan Corporation (the "Board of Directors") deems it
advisable and in the best interests of The Chase
Manhattan Corporation (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<PAGE>
<PAGE>
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;
"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:
<PAGE>
<PAGE>
"(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<PAGE>
<PAGE>
take such other action as is deemed advisable in connection
with the issuance of one or more series of the Preferred
Shares, including without limitation, the following:
"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
"(ii) approving the form and substance, and
the execution and delivery, of any underwriting
agreement, agency agreement, placement agreement or
other agreement to be entered into by the
Corporation in connection with the issuance and sale
of the Preferred Shares, including, without
limitation, setting the amount of any underwriting
discounts and other items constituting underwriters'
compensation and any discounts and commissions
allowed or paid to dealers or agents;
"(iii) selecting the bank or trust company
which will act as depositary if Depositary Shares
are offered and approving the form and substance,
and the execution and delivery, of any deposit
agreement to be entered into by the Corporation with
such depositary; and
"(iv) appointing a registrar and transfer
agent for the registration, transfer and exchange of
the Preferred Shares and appointing a dividend
disbursing agent for the Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the
Corporation with the Secretary of State of the State of
Delaware pursuant to Section 151 of the General
Corporation Law of the State of Delaware (a "Certificate
of 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 Chase
Manhattan Corporation (the "Board of Directors") deems it
advisable and in the best interests of The Chase
Manhattan<PAGE>
<PAGE>
Corporation (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 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<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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."
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 Chase Manhattan
Corporation (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:
<PAGE>
<PAGE>
"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
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.
<PAGE>
<PAGE>
"(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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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;
<PAGE>
<PAGE>
"(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 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."<PAGE>
<PAGE>
Appendix E
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 Chase
Manhattan Corporation (the "Board of Directors") deems it
advisable and in the best interests of The Chase
Manhattan Corporation (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");<PAGE>
<PAGE>
"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;
<PAGE>
<PAGE>
"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, 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<PAGE>
<PAGE>
other rights, preferences, privileges, limitations and
restrictions thereof;
"RESOLVED that the Preferred Stock Committee be and
hereby is authorized and empowered to authorize, approve
and take such other action as is deemed advisable in
connection with the issuance of one or more series of the
Preferred Shares, including, without limitation, the
following:
"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
"(ii) approving the form and substance, and
the execution and delivery, of any underwriting
agreement, agency agreement, placement agreement or
other agreement to be entered into by the
Corporation in connection with the issuance and sale
of the Preferred Shares, including, without
limitation, setting the amount of any underwriting
discounts and other items constituting underwriters'
compensation and any discounts and commissions
allowed or paid to dealers or agents;
"(iii) selecting the bank or trust company
which will act as depositary if Depositary Shares
are offered and approving the form and substance,
and the execution and delivery, of any deposit
agreement to be entered into by the Corporation with
such depositary; and
"(iv) appointing a registrar and transfer
agent for the registration, transfer and exchange of
the Preferred Shares and appointing a dividend
disbursing agent for the Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the
Corporation with the Secretary of State of the State of
Delaware pursuant to Section 151 of the General
Corporation Law of the State of Delaware (a "Certificate
of 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<PAGE>
<PAGE>
of Directors in connection with the issuance of additional
shares of the Preferred Stock:
"RESOLVED that the Board of Directors of The Chase
Manhattan Corporation (the "Board of Directors") deems it
advisable and in the best interests of The Chase
Manhattan Corporation (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 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;
<PAGE>
<PAGE>
"(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 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<PAGE>
<PAGE>
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."
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 Chase Manhattan Corporation (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<PAGE>
<PAGE>
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
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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.
"(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.
<PAGE>
<PAGE>
"(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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."<PAGE>
<PAGE>
Appendix F
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 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 December 21, 1993 and by the Preferred Stock
Committee of the Board of Directors on June 1, 1994,
respectively, pursuant to authority conferred upon the Board
of Directors by the provisions of the Certificate of
Incorporation of the Corporation which authorize the issuance
of up to 200,000,000 shares of preferred stock, $100 stated
value per share ($1 par value) (the "Preferred Stock"), and
pursuant to authority conferred upon the Preferred Stock
Committee of the Board of Directors by Section 141(c) of the
General Corporation Law of the State of Delaware, by the
By-Laws of the Corporation and by the resolutions of the Board
of Directors adopted at a meeting duly convened and held on
December 21, 1993:
1. The Board of Directors on December 21, 1993
adopted the following resolutions authorizing a Preferred
Stock Committee of the Board of Directors to act on behalf of
the Board of Directors in connection with the issuance of the
Preferred Stock and fixing the voting rights of the Preferred
Stock:
"RESOLVED that the Preferred Stock Committee may,
without further action of the Board of Directors of The
Chase Manhattan Corporation (the "Corporation"), from
time to time authorize the issuance and sale from time to
time, of (i) one or more series of the Corporation's
preferred stock, $1 par value (the "Preferred Stock");
(ii) depositary shares each representing a fraction of a
share of Preferred Stock ("Depositary Shares"); (iii)
warrants to purchase any shares of Preferred Stock or
Depositary Shares; (iv) warrants to purchase shares of
the Corporation's common stock, $1 par value ("Common
Stock"); and (v) any shares of<PAGE>
<PAGE>
Preferred Stock or Common Stock into which or for which any
of the foregoing may be exchangeable, convertible, or issuable
upon exercise (all of the foregoing hereinafter collectively
referred to as the "Preferred Shares" unless the context shall
otherwise require), for cash or other property, as shall be
determined by the Preferred Stock Committee, subject to the
limitations hereinafter set forth, and any such Preferred
Shares may be sold through agents, through underwriters,
through dealers and directly to purchasers, in one or more
offerings registered under the Securities Act of 1933 (the
"Act") or in transactions not required to be registered under
the Act, all as shall be determined by the Preferred Stock
Committee; and any such issuance and sale of Preferred Shares,
including the issuance from time to time of any warrants for
such Preferred Shares, common or preferred stock of the
Corporation into which any series of Preferred Shares may be
convertible or exchangeable and the issuance and sale from
time to time of Depositary Shares or warrants for Depositary
Shares be, and hereby is, authorized and approved;
RESOLVED that the Preferred Stock Committee be, and
hereby is, authorized and empowered to act on behalf and
in the stead of the Board of Directors in connection with
the issuance of one or more series of the Preferred
Shares and, in connection therewith, is hereby
authorized, to the fullest extent permitted by the
Delaware General Corporation Law as it now exists or is
hereafter amended, to determine the price at which the
Preferred Shares of each such series will be sold by the
Corporation, to declare dividends payable on the
Preferred Shares, to reserve for issuance on the books of
the Corporation or otherwise a sufficient number of
shares of any of the Corporation's common stock or
Preferred Stock into which any series of the Preferred
Stock may be convertible or exchangeable and to determine
the designation, preferences and privileges, the
relative, participating, optional or other special
rights, and the qualifications, limitations and
restrictions thereof;
RESOLVED that, without limiting the generality of
the preceding resolution, the Preferred Stock Committee
is hereby expressly authorized:
(i) to determine whether the Preferred Shares
will be issued in one or more series and the number
of shares of any such series;
(ii) to fix the dividend rate or rates of any such shares
and/or the methods of determining dividends and the
dates on which dividends shall be payable;
<PAGE>
<PAGE>
(iii) to determine whether dividends of any
series of Preferred Shares shall be cumulative or
noncumulative and, if cumulative, the dates from
which dividends shall commence to cumulate;
(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of
the Preferred Shares, including without limitation,
the class and series of capital stock of the
Corporation into which such shares shall be
convertible or exchangeable;
(v) to determine whether the Corporation
shall elect to offer (a) warrants for such Preferred
Shares ("Warrants") or (b) Depositary Shares
evidenced by depositary receipts, each representing
a fraction (to be determined by the Preferred Stock
Committee) of a share of a particular series of the
Preferred Stock, which shares of Preferred Stock
will be issued and deposited with a depositary, in
each case, in lieu of offering full shares of such
series of the Preferred Stock;
(vi) to fix the liquidation preference of the
shares of any series of the Preferred Shares,
subject to the limitation that the aggregate
liquidation preference over Common Stock of all the
Preferred Shares issued shall not exceed
$850,000,000;
(vii) to determine whether any warrants for
Preferred Stock, Depositary Shares or Common Stock
shall be issued, whether alone or in connection with
any other Preferred Shares, and the terms and
conditions of any such warrants;
(viii) to determine whether the shares of any
series of the Preferred Shares shall be subject to
redemption, optional or mandatory or pursuant to a
sinking fund, and, if such series shall be subject
to redemption, the redemption provisions of such
series; and
(ix) to fix or determine any additional
dividend, liquidation, redemption, sinking fund and
other rights, preferences, privileges, limitations
and restrictions thereof;
RESOLVED that the Preferred Stock Committee be, and
hereby is, authorized and empowered to authorize, approve
and take such other action as is deemed advisable in<PAGE>
<PAGE>
connection with the issuance of one or more series of the
Preferred Shares, including, without limitation, the
following:
(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
(ii) approving the form and substance, and the
execution and delivery, of any underwriting
agreement, agency agreement, placement agreement or
other agreement to be entered into by the
Corporation in connection with the issuance and sale
of the Preferred Shares, including, without
limitation, setting the amount of any underwriting
discounts and other items constituting underwriters'
compensation and any discounts and commissions
allowed or paid to dealers or agents;
(iii) selecting the bank or trust company
which will act as depositary if Depositary Shares
are offered and approving the form and substance,
and the execution and delivery, of any deposit
agreement to be entered into by the Corporation with
such depositary; and
(iv) appointing a registrar and transfer agent
for the registration, transfer and exchange of the
Preferred Shares and appointing a dividend
disbursing agent for the Preferred Shares;
RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the
Corporation with the Secretary of State of the State of
Delaware pursuant to Section 151 of the General
Corporation Law of the State of Delaware (a "Certificate
of Designation"); that each such Certificate of
Designation be in such form as is approved by action of
the Board of Directors or the Preferred Stock Committee;
and that the proper officers of the Corporation be and
hereby are authorized to execute and file each such
Certificate of Designation pursuant to the General
Corporation Law of the State of Delaware;
RESOLVED that the Certificate of Designation for
each series of the Preferred Shares shall provide that
the shares of such series shall not have any voting
powers either general or special, except that:
(i) Unless the vote or consent of the holders
of a greater number of shares shall then be required
by law, the consent of the holders of at least
66-2/3% of all of the shares of any series at the
time outstanding, given in person or by proxy,
either in<PAGE>
<PAGE>
writing or by a vote at a meeting called for the purpose at
which the holders of shares of such series shall vote together
as a separate class, shall be necessary for authorizing,
effecting or validating the amendment, alteration or repeal of
any of the provisions of the Certificate of Incorporation or
of any certificate amendatory thereof or supplemental thereto
(including any Certificate of Designation or any similar
document relating to any series of Preferred Stock) which
would 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
purposes at which the holders of shares of such
series and such other series of Preferred Stock
shall vote together as a single class without regard
to series, shall be necessary for authorizing,
effecting or validating the creation, authorization
or issue of any shares of any class of stock of the
Corporation ranking prior to the shares of such
series as to dividends or upon liquidation, or the
reclassification of any authorized stock of the
Corporation into any such prior shares, or the
creation, authorization or issue of any obligation
or security convertible into or evidencing the right
to purchase any such prior shares; and
(iii) If at the time of any annual meeting of
the Corporation's stockholders for the election of
directors there is a default in preference dividends
on the Preferred Stock, the number of directors
constituting the Board of Directors of the
Corporation shall be increased by two, and the
holders of the Preferred Stock of all series
(whether or not the holders of such series of
Preferred Stock would be entitled to vote for the
election of directors if such default in preference
dividends did not exist), shall have the right at
such meeting, voting together as a single class
without regard to series, to the exclusion of the
holders of Common Stock to elect two directors of
the Corporation to fill such newly created
directorships. Such right shall continue until
there are no dividends in arrears upon the Preferred
Stock. Each director elected by the holders of
shares of Preferred Stock (a "Preferred Director"),
shall continue to serve as such director for the
full term for which he or she shall have been
elected,<PAGE>
<PAGE>
notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except
by, the vote of the holders of record of the outstanding
shares of Preferred Stock, voting together as a single class
without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any
preference dividends on the Preferred Stock shall exist, (a)
any vacancy in the office of a Preferred Director may be
filled (except as provided in the following clause (b)) by an
instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by two. For the purposes hereof,
a "default in preference dividends" on the Preferred Stock
shall be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last
preceding dividend period."
2. The Preferred Stock Committee of the Board of
Directors on June 1, 1994, pursuant to the authority conferred
upon the Preferred Stock Committee of the Board of Directors
by Section 141(c) of the General Corporation Law of the State
of Delaware, by Section 3.03 of the By-Laws of the Corporation
and by the resolutions of the Board of Directors set forth
above, adopted the following resolution:
RESOLVED that, pursuant to resolutions of the Board
of Directors of The Chase Manhattan Corporation (the
"Corporation") adopted on December 21, 1993, the issue of
2,000,000 shares of Adjustable Rate Cumulative Preferred
Stock, Series L, $100 stated value per share ($1 par
value) of the Corporation ranking on a parity with the
series of Preferred Stock of the Corporation designated
as the Corporation's "Adjustable Rate Cumulative
Preferred Stock, Series C", the Corporation's "10.96%
Preferred Stock", the Corporation's "10% Convertible
Preferred Stock", the Corporation's "8-3/8% Preferred
Stock", the Corporation's "7.92% Cumulative Preferred
Stock", the Corporation's "7.58%<PAGE>
<PAGE>
Cumulative Preferred Stock" and the Corporation's "7-1/2%
Cumulative Preferred Stock" is hereby authorized and the
designation, preferences and privileges, relative,
participating, optional and other special rights, and
qualifications, limitations and restrictions of all 2,000,000
shares of this Series, in addition to those set forth in the
Certificate of Incorporation of the Corporation and, with
respect to voting rights, in the resolutions of the Board of
Directors of the Corporation adopted on December 21, 1993, are
hereby fixed as follows:
1. Designation. The designation of this
Series shall be Adjustable Rate Cumulative Preferred
Stock, Series L (hereinafter referred to as this
"Series") and the number of shares constituting this
Series shall be 2,000,000. Shares of this Series
shall have a stated value of $100. The number of
authorized shares of this Series may be reduced by
further resolution duly adopted by the Board of
Directors of the Corporation or the Preferred Stock
Committee of the Board of Directors and by the
filing of a certificate pursuant to the provisions
of the General Corporation Law of the State of
Delaware stating that such reduction has been so
authorized, but the number of authorized shares of
this Series shall not be increased.
2. Dividends. (a) Dividends payable on the
shares of this Series for the period from June 8,
1994 to June 30, 1994 (the "Initial Dividend
Period") shall be $0.3838 per share. For each
quarterly dividend period after the Initial Dividend
Period (a "Quarterly Dividend Period"; the Initial
Dividend Period and any Quarterly Dividend Period
being hereinafter referred to individually as a
"Dividend Period") dividends payable on the shares
of this Series shall be payable at a rate per annum
of the stated value thereof equal to the Applicable
Rate (as defined in Section 3) in respect of such
Quarterly Dividend Period, expressed as a percentage
to the nearest ten thousandth of a percentage point.
The amount of dividends per share for each Quarterly
Dividend Period shall be computed by dividing the
Applicable Rate for such Quarterly Dividend Period
by four and applying the resulting rate to the
stated value per share of the Series. Each
Quarterly Dividend Period shall commence on the
January 1, April 1, July 1 and October 1, as the
case may be, following the last day of the Initial
Dividend Period or the preceding Quarterly Dividend
Period, as the case may be, and shall end on and
include the day next preceding the first day of the
next such Quarterly Dividend Period. Dividends
shall be cumulative from June 8, 1994 and shall be
payable, when and as declared<PAGE>
<PAGE>
by the Board of Directors or by the Preferred Stock Committee
of the Board of Directors, on March 31, June 30, September 30
and December 31 of each year, commencing on June 30, 1994.
Each such dividend shall be paid to the holders of record of
shares of this Series as they appear on the stock register of
the Corporation on such record date, not exceeding 45 days
preceding the payment date thereof, as shall be fixed by the
Board of Directors of the Corporation or by the Preferred
Stock Committee of the Board of Directors. Dividends on
account of arrears for any past Dividend Periods may be
declared and paid at any time, without reference to any
regular dividend payment date, to holders of record on such
date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the
Corporation or by the Preferred Stock Committee of the Board
of Directors.
(b) Dividends payable on this Series for any
period greater or less than a full Dividend Period,
other than the Initial Dividend Period, shall be
computed on the basis of a 360-day year consisting
of twelve 30-day months and the actual number of
days elapsed in the period.
(c) No full dividends shall be declared or
paid or set apart for payment on the Preferred Stock
of any series ranking, as to dividends, on a parity
with or junior to this Series for any period unless
full cumulative dividends have been or
contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set
apart for such payment on this Series for all
Dividend Periods terminating on or prior to the date
of payment of such full cumulative dividends. When
dividends are not paid in full, as aforesaid, upon
the shares of this Series and any other series of
Preferred Stock ranking on a parity as to dividends
with this Series, all dividends declared upon shares
of this Series and any other series of Preferred
Stock ranking on a parity as to dividends with this
Series shall be declared pro rata so that the amount
of dividends declared per share on this Series and
such other Preferred Stock shall in all cases bear
to each other the same ratio that accrued and unpaid
dividends per share on the shares of this Series and
such other Preferred Stock bear to each other.
Holders of shares of this Series shall not be
entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative
dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend payment or
payments on this Series which may be in arrears.
<PAGE>
<PAGE>
(d) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in
Common Stock or in any other stock ranking junior to
this Series as to dividends and upon liquidation and
other than as provided in paragraph (c) of this
Section 2) shall be declared or paid or set aside
for payment or other distribution declared or made
upon the Common Stock or upon any other stock
ranking junior to or on a parity with this Series as
to dividends or upon liquidation, nor shall any
Common Stock or any other stock of the Corporation
ranking junior to or on a parity with this Series as
to dividends or upon liquidation be redeemed,
purchased or otherwise acquired for any
consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of
any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of
the Corporation ranking junior to this Series as to
dividends and upon liquidation) unless, in each
case, the full cumulative dividends on all
outstanding shares of this Series shall have been
paid or declared and set aside for payment for all
past Dividend Periods.
3. Definition of Applicable Rate, etc. (a)
Except as provided below in this paragraph, the
"Applicable Rate" for any Quarterly Dividend Period
will be equal to 84% of the Effective Rate (as
hereinafter defined). The "Effective Rate" for any
Quarterly Dividend Period will be equal to the
highest of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant
Maturity Rate (each as hereinafter defined) for such
Quarterly Dividend Period. In the event that the
Corporation determines in good faith that for any
reason
(i) any one of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate or the
Thirty Year Constant Maturity Rate cannot be
determined for any Quarterly Dividend Period,
then the Effective Rate for such Quarterly
Dividend Period will be equal to the higher of
whichever two of such Rates can be so
determined;
(ii) only one of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate or the
Thirty Year Constant Maturity Rate can be
determined for any Quarterly Dividend Period,
then the Effective Rate for such Quarterly
Dividend Period will be equal to whichever such
Rate can be so determined; or<PAGE>
<PAGE>
(iii) none of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate or the Thirty
Year Constant Maturity Rate can be determined
for any Quarterly Dividend Period, then the
Effective Rate for the preceding dividend
period will be continued for such Quarterly
Dividend Period.
Anything herein to the contrary notwithstanding, the
Applicable Rate for any Quarterly Dividend Period
shall in no event be less than 4.50% per annum or
greater than 10.50% per annum.
(b) Except as described below in this
paragraph, the "Treasury Bill Rate" for each
Quarterly Dividend Period will be the arithmetic
average of the two most recent weekly per annum
market discount rates (or the one weekly per annum
market discount rate, if only one such rate is
published during the relevant Calendar Period (as
hereinafter defined)) for three-month U.S. Treasury
bills, as published weekly by the Federal Reserve
Board (as hereinafter defined) during the Calendar
Period immediately preceding the last ten calendar
days preceding the Quarterly Dividend Period for
which the dividend rate on this Series is being
determined. In the event that the Federal Reserve
Board does not publish such a weekly per annum
market discount rate during such Calendar Period,
then the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of
the two most recent weekly per annum market discount
rates (or the one weekly per annum market discount
rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S.
Treasury bills, as published weekly during such
Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by
the Corporation. In the event that a per annum
market discount rate for three-month U.S. Treasury
bills is not published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar
Period, then the Treasury Bill Rate for such
Quarterly Dividend Period will be the arithmetic
average of the two most recent weekly per annum
market discount rates (or the one weekly per annum
market discount rate, if only one such rate is
published during the relevant Calendar Period) for
all of the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100
days, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve
Board does not publish such rates, by<PAGE>
<PAGE>
any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason no
such U.S. Treasury bill rates are published as provided above
during such Calendar Period, then the Treasury Bill Rate for
such Quarterly Dividend Period will be the arithmetic average
of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of
marketable non-interest-bearing U.S. Treasury securities with
a remaining maturity of not less than 80 nor more than 100
days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less
frequently if daily quotations is not generally available) to
the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation. In the
event that the Corporation determines in good faith that for
any reason the Corporation cannot determine the Treasury Bill
Rate for any Quarterly Dividend Period as provided above in
this paragraph, the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days, as chosen
and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the
Corporation.
(c) Except as described below in this
paragraph, the "Ten Year Constant Maturity Rate" for
each Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (as hereinafter
defined) (or the one weekly per annum Ten Year
Average Yield, if only one such Yield is published
during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the
Calendar Period immediately preceding the last ten
calendar days preceding the Quarterly Dividend
Period for which the dividend rate on this Series is
being determined. In the event that the Federal
Reserve Board does not publish such a weekly per
annum Ten Year Average Yield during such Calendar
Period, then the Ten Year Constant Maturity Rate for
such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per
annum Ten Year Average Yield, if only one such Yield
is published during such 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<PAGE>
<PAGE>
a per annum Ten Year Average Yield is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar
Period, then the Ten Year Constant Maturity Rate for such
Quarterly Dividend Period will be the arithmetic average of
the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other
than Special Securities (as hereinafter defined)) then having
remaining maturities of not less than eight nor more than
twelve years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does
not publish such yields, by any Federal Reserve Bank or by any
U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot
determine the Ten Year Constant Maturity Rate for any
Quarterly Dividend Period as provided above in this paragraph,
then the Ten Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than eight nor more than twelve years from the date of
each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily
quotations are not generally available) to the Corporation by
at least three recognized dealers in U.S. Government
securities selected by the Corporation.
(d) Except as described below in this
paragraph, the "Thirty Year Constant Maturity Rate"
for each Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per
annum Thirty Year Average Yields (as hereinafter
defined) (or the one weekly per annum Thirty Year
Average Yield, if only one such Yield is published
during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the
Calendar Period immediately preceding the last ten
calendar days preceding the Quarterly Dividend
Period for which the dividend rate on this Series is
being determined. In the event that the Federal
Reserve Board does not publish such a weekly per
annum Thirty Year Average Yield during such Calendar
Period, then the Thirty Year Constant Maturity Rate
for such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per
annum Thirty Year Average Yields (or the one weekly
per annum Thirty Year Average Yield, if only one
such Yield is published during the relevant Calendar
Period), as<PAGE>
<PAGE>
published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that a per annum
Thirty Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period,
then the Thirty Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the two most
recent weekly per annum average yields to maturity (or the one
weekly per annum average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for
all of the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) then
having remaining maturities of not less than twenty-eight nor
more than thirty years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve
Bank or by any U.S. Government department or agency selected
by the Corporation. In the event that the Corporation
determines in good faith that for any reason the Corporation
cannot determine the Thirty Year Constant Maturity for any
Quarterly Dividend Period as provided above in this paragraph,
the Thirty Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than twenty-eight nor more than thirty years from the
date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if
daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.
(e) The Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant
Maturity Rate shall each be rounded to the nearest
five hundredths of a percent.
(f) The Applicable Rate with respect to each
Quarterly Dividend Period will be calculated as
promptly as practicable by the Corporation according
to the appropriate method described above. The
Corporation will cause each Applicable Rate to be
published in a newspaper of general circulation in
New York City before the commencement of the
Quarterly Dividend Period to which it applies and
will cause notice of such Applicable Rate to be
enclosed with the dividend payment checks next
mailed to the holders of this Series.
(g) For purposes of this Section,<PAGE>
<PAGE>
(i) "Calendar Period" means a period of
fourteen calendar days;
(ii) "Federal Reserve Board" means the
Board of Governors of the Federal Reserve
System;
(iii) "Special Securities" means securities
which can, at the option of the holder, be
surrendered at face value in payment of any
Federal estate tax or which provide tax
benefits to the holder and are priced to
reflect such tax benefits or which were
originally issued at a deep or substantial
discount;
(iv) "Ten Year Average Yield" means the
average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of
ten years); and
(v) "Thirty Year Average Yield" means the
average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of
thirty years).
4. Redemption. (a) The shares of this Series
are not redeemable prior to June 30, 1999. The
Corporation, at its option, may redeem shares of
this Series, as a whole or in part, at any time or
from time to time, on or after June 30, 1999, at a
redemption price of $100 per share plus accrued and
unpaid dividends thereon to the date fixed for
redemption.
(b) In the event that fewer than all the
outstanding shares of this Series are to be
redeemed, the number of shares to be redeemed shall
be determined by the Board of Directors of the
Corporation or the Preferred Stock Committee of the
Board of Directors and the shares to be redeemed
shall be determined by lot or pro rata as may be
determined by the Board of Directors of the
Corporation or the Preferred Stock Committee of the
Board of Directors or by any other method as may be
determined by the Board of Directors of the
Corporation or the Preferred Stock Committee of the
Board of Directors in its sole discretion to be
equitable, provided that such method satisfies any
applicable requirements of any securities exchange
on which this Series is listed.
<PAGE>
<PAGE>
(c) In the event the Corporation shall redeem
shares of this Series, notice of such redemption
shall be given by first class mail, postage prepaid,
mailed not less than 30 or more than 60 days prior
to the redemption date, to each holder of record of
the shares to be redeemed, at such holder's address
as the same appears on the stock register of the
Corporation. Each such notice shall state: (i) the
redemption date; (ii) the number of shares of this
Series to be redeemed and, if fewer than all the
shares held by such holder are to be redeemed, the
number of such shares to be redeemed from such
holder; (iii) the redemption price; (iv) the place
or places where certificates for such shares are to
be surrendered for payment of the redemption price;
and (v) that dividends on the shares to be redeemed
will cease to accrue on the redemption date.
(d) Notice having been mailed as aforesaid,
from and after the redemption date (unless default
shall be made by the Corporation in providing money
for the payment of the redemption price) dividends
on the shares of this Series so called for
redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon
surrender in accordance with said notice of the
certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of
Directors of the Corporation or the Preferred Stock
Committee of the Board of Directors shall so require
and the notice shall so state), such shares shall be
redeemed by the Corporation at the redemption price
aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, a
new certificate shall be issued representing the
unredeemed shares without cost to the holder
thereof.
(e) Any shares of this Series which shall at
any time have been redeemed shall, after such
redemption, have the status of authorized but
unissued shares of Preferred Stock, without
designation as to series until such shares are once
more designated as part of a particular series by
the Board of Directors of the Corporation or the
Preferred Stock Committee of the Board of Directors.
(f) Notwithstanding the foregoing provisions
of this Section 4, if any dividends on this Series
are in arrears, no shares of this Series shall be
redeemed<PAGE>
<PAGE>
unless all outstanding shares of this Series are
simultaneously redeemed, and the Corporation shall not
purchase or otherwise acquire any shares of this Series;
provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of this Series pursuant to a
purchase or exchange offer made on the same terms to holders
of all outstanding shares of this Series.
5. Conversion. The holders of shares of this
Series shall not have any rights to convert such
shares into shares of any other class or series of
capital stock of the Corporation.
6. Liquidation Rights. (a) Upon the
voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, the holders of the
shares of this Series shall be entitled to receive
and to be paid out of the assets of the Corporation
available for distribution to its stockholders,
before any payment or distribution shall be made on
the Common Stock or on any other class of stock
ranking junior to this Series upon liquidation, the
amount of $100 per share, plus accrued and unpaid
dividends thereon.
(b) After the payment to the holders of the
shares of this Series of the full preferential
amounts provided for in this Section 6, the holders
of this Series as such shall have no right or claim
to any of the remaining assets of the Corporation.
(c) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the
Corporation, the amounts payable with respect to the
stated value of the shares of this Series and any
other shares of stock of the Corporation ranking as
to any such distribution on a parity with the shares
of this Series are not paid in full, the holders of
the shares of this Series and of such other shares
will share ratably in any such distribution of
assets of the Corporation in proportion to the full
respective stated values to which they are entitled.
(d) Neither the sale of all or substantially
all the property or business of the Corporation, nor
the merger or consolidation of the Corporation into
or with any other corporation or the merger or
consolidation of any other corporation into or with
the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Section 6.
<PAGE>
<PAGE>
(e) Upon the dissolution, liquidation or
winding up of the Corporation, the holders of shares
of this Series then outstanding shall be entitled to
be paid out of the assets of the Corporation
available for distribution to its stockholders all
amounts to which such holders are entitled pursuant
to paragraph (a) of this Section 6 before any
payment shall be made to the holder of any class of
capital stock of the Corporation ranking junior to
this Series upon liquidation.
7. Ranking. For purposes of this resolution,
any stock of any class or classes of the Corporation
shall be deemed to rank:
(a) prior to the shares of this Series, either
as to dividends or upon liquidation, if the holders
of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or
priority to the holders of shares of this Series;
(b) on a parity with shares of this Series,
either as to dividends or upon liquidation, whether
or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share or
sinking fund provisions, if any, be different from
those of this Series, if the holders of such stock
shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may
be, without preference or priority, one over the
other, as between the holders of such stock and the
holders of shares of this Series; and
(c) junior to shares of this Series, either as
to dividends or upon liquidation, if such class
shall be Common Stock or if the holders of shares of
this Series shall be entitled to receipt of
dividends or of amounts distributable upon
dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or
priority to the holders of shares of such class or
classes.
8. Voting Rights. The shares of this Series
shall have the voting rights set forth in the
resolutions of the Board of Directors of the
Corporation adopted on December 21, 1993."<PAGE>
<PAGE>
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 March 19, 1996, 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 and conditions of the Merger Agreement, (ii) each<PAGE>
<PAGE>
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<PAGE>
<PAGE>
"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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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",<PAGE>
<PAGE>
"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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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."
<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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%<PAGE>
<PAGE>
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
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<PAGE>
<PAGE>
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 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%<PAGE>
<PAGE>
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.
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 9.76%
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<PAGE>
<PAGE>
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."
<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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<PAGE>
<PAGE>
Stock", "8.40% Cumulative Preferred Stock", and "Adjustable
Rate Cumulative Preferred Stock, Series N".
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,<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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.
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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."
<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
which, among other things, (i) Chase would merge with and
into 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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<PAGE>
<PAGE>
Stock", "8.40% Cumulative Preferred Stock", and "Adjustable
Rate Cumulative Preferred Stock, Series N".
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,<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
as to dividends or distributions of assets junior to the
9.08% 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."
<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
which, among other things, (i) Chase would merge with and
into 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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<PAGE>
<PAGE>
Preferred Stock", "8.40% Cumulative Preferred Stock", and
"Adjustable Rate Cumulative Preferred Stock, Series N".
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 8-1/2%
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<PAGE>
<PAGE>
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 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."
<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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<PAGE>
<PAGE>
Preferred Stock", "8.40% Cumulative Preferred Stock" and
"Adjustable Rate Cumulative Preferred Stock, Series N".
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 Preferred Stock ranking on a parity as to
dividends with the 8.32% Preferred Stock, the
Corporation, in making any<PAGE>
<PAGE>
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 cease. Upon
surrender in accordance with said notice of the<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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,<PAGE>
<PAGE>
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."
<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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<PAGE>
<PAGE>
Preferred Stock", "8.32% Cumulative Preferred Stock" and
"Adjustable Rate Cumulative Preferred Stock, Series N".
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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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% 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 8.40%
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,<PAGE>
<PAGE>
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."<PAGE>
<PAGE>
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 March 19, 1996, 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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 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<PAGE>
<PAGE>
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."
3. The Preferred Stock Committee of the Board of
Directors on March 19, 1996, 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<PAGE>
<PAGE>
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".
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 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
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,<PAGE>
<PAGE>
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
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<PAGE>
<PAGE>
(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<PAGE>
<PAGE>
such U.S. Treasury bill rates are published as provided above
during such Calendar Period, then the Treasury Bill Rate for
such Quarterly Dividend Period will be the arithmetic average
of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of
marketable non-interest-bearing U.S. Treasury securities with
a remaining maturity of not less than 80 nor more than 100
days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to
the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation. In the
event that the Corporation determines in good faith that for
any reason the Corporation cannot determine the Treasury Bill
Rate for any Quarterly Dividend Period as provided above in
this paragraph, the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days, as chosen
and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the
Corporation.
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<PAGE>
<PAGE>
arithmetic average of the two most recent weekly per annum
average yields to maturity (or the one weekly per annum
average yield to maturity, if only one such yield is published
during the relevant Calendar Period) for all of the actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as hereinafter defined)) then
having remaining maturities of not less than eight nor more
than twelve years, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot
determine the Ten Year Constant Maturity Rate for any
Quarterly Dividend Period as provided above in this paragraph,
then the Ten Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than eight nor more than twelve years from the date of
each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily
quotations are not generally available) to the Corporation by
at least three recognized dealers in U.S. Government
securities selected by the Corporation.
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<PAGE>
<PAGE>
Thirty Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the two most
recent weekly per annum average yields to maturity (or the one
weekly per annum average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for
all of the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) then
having remaining maturities of not less than twenty-eight nor
more than thirty years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve
Bank or by any U.S. Government department or agency selected
by the Corporation. In the event that the Corporation
determines in good faith that for any reason the Corporation
cannot determine the Thirty Year Constant Maturity 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;
<PAGE>
(iii) "Special Securities" means securities which
can, at the option of the holder, be
surrendered at face value in payment of any
Federal estate tax or which provide tax
benefits to the holder and are priced to
reflect such tax benefits or which were
originally issued at a deep or substantial
discount;
(iv) "Ten Year Average Yield" means the average
yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of
ten years); and
(v) "Thirty Year Average Yield" means the average
yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of
thirty years).
4. Redemption. 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<PAGE>
<PAGE>
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 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 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 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<PAGE>
<PAGE>
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
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<PAGE>
<PAGE>
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.
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<PAGE>
<PAGE>
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."
<PAGE> 1
Exhibit 5
Exhibit 23.2
July 10, 1996
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
The Chase Manhattan Corporation
1996 Long-Term Incentive Plan
-----------------------------
Dear Sirs:
I have acted as counsel to The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), in
connection with the registration statement on Form S-8 (the
"Registration Statement") being filed by the Company on the
date hereof with the Securities and Exchange Commission
under the Securities Act of 1933 (the "Act") with respect to
35,000,000 shares of Common Stock, $1 par value per share
(the "Shares"), to be issued pursuant to The Chase Manhattan
Corporation 1996 Long-Term Incentive Plan (the "Plan").
In so acting I have examined originals, or copies
certified or otherwise identified to my satisfaction, of
such documents, corporate records and other instruments as I
have deemed necessary or appropriate for the purposes of
this opinion. Based upon the foregoing, I am of the opinion
that when the Registration Statement has become effective
under the Act and the Shares are issued in accordance with
the terms of the Plan, the Shares will be duly authorized,
validly issued and fully paid and non-assessable shares of
the Company's Common Stock, $1 par value per share.
I know that I am referred to in Item 5 of Part II of
the Registration Statement and I hereby consent to the use
of my name in such Item 5 and to the use of this opinion for
filing with the Registration Statement as Exhibit 5 thereto.
In giving such consent, I do not thereby admit that I am in
the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Neila B. Radin
Neila B. Radin, Esq.
74062
<PAGE> 1
Exhibit 23.1
[LETTERHEAD OF PRICE WATERHOUSE LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of The Chase
Manhattan Corporation (the "Corporation") of our report dated March 31, 1996
appearing on page 50 of the 1995 Annual Report to Stockholders
of the Corporation set forth in the Current Report on Form 8-K dated
April 16, 1996 of the Corporation and of our report dated January 16, 1996
appearing on page 42 of Chemical Banking Corporation's Annual Report on
Form 10-K for the year ended December 31, 1995. We also consent to the
reference to us under the heading "Interests of Named Experts and Counsel"
in such Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
July 10, 1996
74066
<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 The Chase Manhattan
Corporation, a Delaware corporation (the "Corporation"), hereby
constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE,
EDWARD D. MILLER, WILLIAM B. HARRISON JR., 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 full 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 "SEC") thereunder in connection with the filing
of the accompanying registration statement under the Act for the
registration 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 February
21, 1995, authorizing the preparation and filing of 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 pursuant to the Corporation's long-term incentive plan
and other stock option plans, the Corporation's employee stock
purchase plan, the qualified savings or thrift plan and non-
qualified deferred compensation plan or other employee benefit
plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the
generality of the foregoing, power and authority to sign 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
SEC, and to sign any and all instruments or documents to be filed
as a part of or in connection with such 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 SEC, and to
appear before the SEC in connection with any matter relating
thereto, 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 in connection
therewith as the undersigned 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.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as of July 10, 1996.
/s/ FRANK A. BENNACK, JR.
--------------------------
Frank A. Bennack, Jr.
<PAGE> 2
/s/ SUSAN V. BERRESFORD
--------------------------
Susan V. Berresford
/s/ M. ANTHONY BURNS
--------------------------
M. Anthony Burns
/s/ H. LAURANCE FULLER
--------------------------
H. Laurance Fuller
/s/ MELVIN R. GOODES
--------------------------
Melvin R. Goodes
/s/ WILLIAM H. GRAY, III
--------------------------
William H. Gray, III
/s/ GEORGE V. GRUNE
--------------------------
George V. Grune
/s/ WILLIAM B. HARRISON, JR.
---------------------------
William B. Harrison, Jr.
/s/ HAROLD S. HOOK
----------------------------
Harold S. Hook
/s/ HELENE L. KAPLAN
----------------------------
Helene L. Kaplan
/s/ E. MICHEL KRUSE
----------------------------
E. Michel Kruse
/s/ THOMAS G. LABRECQUE
----------------------------
Thomas G. Labrecque
/s/ J. BRUCE LLEWELLYN
----------------------------
J. Bruce Llewellyn
/s/ EDWARD D. MILLER
----------------------------
Edward D. Miller
/s/ EDMUND T. PRATT, JR.
----------------------------
Edmund T. Pratt, Jr.
/s/ HENRY B. SCHACHT
----------------------------
Henry B. Schacht
2
<PAGE> 3
/s/ WALTER V. SHIPLEY
----------------------------
Walter V. Shipley
/s/ ANDREW C. SIGLER
----------------------------
Andrew C. Sigler
/s/ JOHN R. STAFFORD
-----------------------------
John R. Stafford
/s/ MARINA v.N. WHITMAN
-----------------------------
Marina v.N. Whitman
/s/ PETER J. TOBIN
-----------------------------
Peter J. Tobin
/s/ JOSEPH L. SCLAFANI
-----------------------------
Joseph L. Sclafani
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