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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chemical Banking Corporation (To Be Renamed The Chase Manhattan Corporation)
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
270 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
Common Stock Subscription Warrants New York Stock Exchange, Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereunder are 2,147,266 common stock
subscription warrants (the "Warrants") exercisable for an aggregate of 2,233,157
shares of Common Stock, par value $1.00 per share, of Chemical Banking
Corporation (the "Registrant").
Effective March 31, 1996, The Chase Manhattan Corporation
("Chase") will merge with and into the Registrant. The Registrant will be the
surviving corporation in such merger and will continue its corporate existence
under Delaware law under the name "The Chase Manhattan Corporation." In
connection with such merger, the Registrant will assume all the obligations of
Chase under the Warrant Agreement, dated as of July 24, 1992 (the "Warrant
Agreement"), between Chase and Mellon Securities Trust Company, as warrant
agent, such assumption to occur pursuant to the Agreement and Plan of Merger,
dated as of August 27, 1995, between the Registrant and Chase, Section 259 of
the Delaware General Corporation Law and the Warrant Agreement.
A description of the Warrants is set forth under the caption
"DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION-- General" in the Prospectus
included in the Registration Statement of the Registrant on Form S-3 filed March
4, 1996 (Registration No. 333-01415) and is incorporated herein by reference.
ITEM 2. EXHIBITS.
1 Form of Warrant Certificate (incorporated by reference to
Exhibit 1.1 of the Registration Statement on Form 8- A dated
May 6, 1993 of The Chase Manhattan Corporation)
2 Warrant Agreement, dated as of July 24, 1992, between The
Chase Manhattan Corporation and Mellon Securities Trust
Company, as warrant agent (incorporated by reference to
Exhibit 1.2 of the Registration Statement on Form 8-A dated
May 6, 1993 of The Chase Manhattan Corporation)
3 Restated Certificate of Incorporation of Chemical Banking
Corporation (incorporated by reference to Exhibit 3.1 of the
Annual Report on Form 10-K dated December 31, 1993 of Chemical
Banking Corporation)
4 Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series L, of Chemical Banking Corporation
(incorporated by reference to Exhibit 2 of the Registration
Statement on Form 8-A dated June 6, 1994 of Chemical Banking
Corporation)
5 Form of Restated Certificate of Incorporation of Chemical
Banking Corporation
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6 By-laws of Chemical Banking Corporation, as amended
(incorporated by reference to Exhibit 3.2 of the Annual Report
on Form 10-K dated December 31, 1993 of Chemical Banking
Corporation)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHEMICAL BANKING CORPORATION
(To Be Renamed The Chase
Manhattan Corporation)
DATED: March 13, 1996 By: /s/ John B. Wynne
------------------
Name: John B. Wynne
Title: Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
1 Form of Warrant Certificate (incorporated by reference to Exhibit
1.1 of the Registration Statement on Form 8-A of The Chase
Manhattan Corporation dated May 6, 1993)
2 Warrant Agreement, dated as of July 24, 1992, between The Chase
Manhattan Corporation and Mellon Securities Trust Company, as
warrant agent (incorporated by reference to Exhibit 1.2 of the
Registration Statement on Form 8-A of The Chase Manhattan
Corporation dated May 6, 1993)
3 Restated Certificate of Incorporation of Chemical Banking
Corporation (incorporated by reference to Exhibit 3.1 of the
Annual Report on Form 10-K dated December 31, 1993 of Chemical
Banking Corporation)
4 Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series L, of Chemical Banking Corporation
(incorporated by reference to Exhibit 2 of the Registration
Statement on Form 8-A dated June 6, 1994 of Chemical Banking
Corporation)
5 Form of Restated Certificate of Incorporation of Chemical
Banking Corporation
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
6 By-laws of Chemical Banking Corporation, as amended (incorporated
by reference to Exhibit 3.2 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical Banking Corporation)
</TABLE>
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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, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware. Without limiting in any manner the scope and
generality of the foregoing, the Corporation shall have the following purposes
and powers:
(1) To acquire by purchase, subscription, or
otherwise, and to receive, hold, own, guarantee, sell,
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assign, exchange, transfer, mortgage, pledge, or otherwise dispose of
or deal in and with any and all securities, as such term is hereinafter
defined, issued or created by any corporation, firm, organization,
association or other entity, public or private, whether formed under
the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country
or of any political subdivision, territory, dependency, possession or
municipality thereof, or issued or created by the United States of
America or any state or commonwealth thereof or any foreign country, or
by any agency, subdivision, territory, dependency, possession or
municipality of any of the foregoing, and as owner thereof to possess
and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon;
(2) to make, establish and maintain investments in securities,
and to supervise and manage such investments;
(3) to cause to be organized under the laws of the United
States of America or of any state, commonwealth, territory, dependency
or possession thereof, or of any foreign country or of any political
subdivision, territory, dependency, possession or municipality thereof,
one or more corporations, firms, organizations, associations or other
entities and to cause the same to be dissolved, wound up, liquidated,
merged or consolidated;
(4) to acquire by purchase or exchange, or by transfer to or
by merger or consolidation with the Corporation or any corporation,
firm, organization, association or other entity owned or controlled,
directly or indirectly, by the Corporation, or to otherwise acquire,
the whole or any part of the business, good will, rights or other
assets of any corporation, firm, organization, association or other
entity, and to undertake or assume in connection therewith the whole or
any part of the liabilities and obligations thereof, to effect any such
acquisition in whole or in part by delivery of cash or other property,
including securities issued by the Corporation, or by any other lawful
means;
(5) to make loans and give other forms of credit, with or
without security, and to negotiate and make contracts and agreements in
connection therewith;
(6) to aid by loan, subsidy, guaranty or in any other lawful
manner any corporation, firm, organization, association or other entity
of which any securities are in any manner directly or indirectly held
by the Corporation or in which the Corporation or any such corporation,
firm, organization, association or entity may be or become otherwise
interested; to guarantee the payment of dividends on any stock issued
by any such corporation, firm,
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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, 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
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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 or all of the foregoing
purposes, or to further any or all of the foregoing powers, and the enumeration
herein of any specific purposes or powers shall not be held to limit or restrict
in any manner the exercise by the Corporation of the general powers and
privileges now or hereafter conferred by the laws of the State of Delaware upon
corporations formed under the General Corporation Law of Delaware.
FOURTH. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is NINE HUNDRED FIFTY
MILLION, of which TWO HUNDRED MILLION shares shall be shares of preferred stock
of the par value of $1 per share (hereinafter called "Preferred Stock") and
SEVEN HUNDRED FIFTY MILLION shares shall be shares of common stock of the par
value of $1 per share (hereinafter called "Common Stock").
Any amendment to this Certificate of Incorporation which shall
increase or decrease the authorized capital stock of the Corporation may be
adopted by the affirmative vote of the holders of capital stock representing not
less than a majority of the voting power represented by the outstanding shares
of capital stock of the Corporation entitled to vote.
The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions thereof, of the Preferred Stock
shall be as follows:
(1) The Board of Directors is expressly authorized at any
time, and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such voting powers, full or
limited but not to exceed one vote per share, or without voting powers
and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by
the Board of Directors, and as are not stated and expressed in this
Certificate of Incorporation, or any amendment thereto, including (but
without limiting the generality of the foregoing) the following:
(a) the designation of such series;
(b) the dividend rate of such series, the conditions
and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the
dividends payable on any
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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 the
qualifications, limitations or restrictions thereof, of the
Corporation's Adjustable Rate Cumulative Preferred Stock, Series L
are set forth in Appendix A hereto and are incorporated herein by
reference.
(4) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof,
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of the Corporation's 10.96% 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 8-3/8% Preferred Stock are set forth in Appendix C hereto
and are incorporated herein by reference.
(6) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 7.92% Cumulative Preferred Stock are set forth in
Appendix D hereto and are incorporated herein by reference.
(7) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 7.58% Cumlative Preferred Stock are set forth in
Appendix E hereto and are incorporated herein by reference.
(8) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 7-1/2% Cumulative Preferred Stock are set forth in
Appendix F hereto and are incorporated herein by reference.
(9) The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 10-1/2% Cumulative Preferred Stock are set forth in
Appendix G hereto and are incorporated herein by reference.
(10) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 9.76% Cumulative Preferred Stock are set forth in
Appendix H hereto and are incorporated herein by reference.
(11) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the
Corporation's 10.84% Cumulative Preferred Stock are set forth in
Appendix I hereto and are incorporated herein by reference.
(12) The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof,
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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
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
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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. (1) Any action required or permitted to be
taken by the holders of Common Stock of the Corporation must
be effected at a duly called annual or special meeting of
the stockholders of the Corporation and may not be effected
by any consent in writing.
(2) Whenever the vote of holders of shares of any class or
series other than Common Stock at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action by
any provision of the General Corporation Law of the State of Delaware,
the meeting and vote of such stockholders may be dispensed with if such
action is taken with the written consent of such holders representing
not less than a majority of the voting power of all the capital stock
of such class or series entitled to be voted upon such action if a
meeting were held; provided that in no case shall the written consent
be by such holders having less than the minimum percentage of the vote
required by statute for such action, and provided that prompt notice is
given in writing to all such stockholders entitled to vote thereon of
the taking of corporate action without a meeting and by less than
unanimous written consent.
(3) Election of directors need not be by ballot unless the
by-laws so provide.
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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.
------------------
Walter V. Shipley
Chairman
[Corporate Seal]
Attest:
- ------------------
John B. Wynne
Secretary
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Appendix A
CERTIFICATE OF DESIGNATIONS
OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES L
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE 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 Preferred Stock or Common Stock
into which or for which any of the foregoing may be exchangeable,
convertible, or
A-1
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issuable upon exercise (all of the foregoing hereinafter collectively
referred to as the "Preferred Shares" unless the context shall
otherwise require), for cash or other property, as shall be determined
by the Preferred Stock Committee, subject to the limitations
hereinafter set forth, and any such Preferred Shares may be sold
through agents, through underwriters, through dealers and directly to
purchasers, in one or more offerings registered under the Securities
Act of 1933 (the "Act") or in transactions not required to be
registered under the Act, all as shall be determined by the Preferred
Stock Committee; and any such issuance and sale of Preferred Shares,
including the issuance from time to time of any warrants for such
Preferred Shares, common or preferred stock of the Corporation into
which any series of Preferred Shares may be convertible or exchangeable
and the issuance and sale from time to time of Depositary Shares or
warrants for Depositary Shares be, and hereby is, authorized and
approved;
RESOLVED that the Preferred Stock Committee be, and hereby is,
authorized and empowered to act on behalf and in the stead of the Board
of Directors in connection with the issuance of one or more series of
the Preferred Shares and, in connection therewith, is hereby
authorized, to the fullest extent permitted by the Delaware General
Corporation Law as it now exists or is hereafter amended, to determine
the price at which the Preferred Shares of each such series will be
sold by the Corporation, to declare dividends payable on the Preferred
Shares, to reserve for issuance on the books of the Corporation or
otherwise a sufficient number of shares of any of the Corporation's
common stock or Preferred Stock into which any series of the Preferred
Stock may be convertible or exchangeable and to determine the
designation, preferences and privileges, the relative, participating,
optional or other special rights, and the qualifications, limitations
and restrictions thereof;
RESOLVED that, without limiting the generality of the
preceding resolution, the Preferred Stock Committee is hereby expressly
authorized:
(i) to determine whether the Preferred Shares will
be issued in one or more series and the number of shares
of any such series;
(ii) to fix the dividend rate or rates of any such
shares and/or the methods of determining dividends and
the dates on which dividends shall be payable;
(iii) to determine whether dividends of any series
of Preferred Shares shall be cumulative or noncumulative
and, if cumulative, the dates from which dividends shall
commence to cumulate;
A-2
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(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of the
Preferred Shares, including without limitation, the class
and series of capital stock of the Corporation into which
such shares shall be convertible or exchangeable;
(v) to determine whether the Corporation shall
elect to offer (a) warrants for such Preferred Shares
("Warrants") or (b) Depositary Shares evidenced by
depositary receipts, each representing a fraction (to be
determined by the Preferred Stock Committee) of a share
of a particular series of the Preferred Stock, which
shares of Preferred Stock will be issued and deposited
with a depositary, in each case, in lieu of offering full
shares of such series of the Preferred Stock;
(vi) to fix the liquidation preference of the
shares of any series of the Preferred Shares, subject to
the limitation that the aggregate liquidation preference
over Common Stock of all the Preferred Shares issued
shall not exceed $850,000,000;
(vii) to determine whether any warrants for
Preferred Stock, Depositary Shares or Common Stock shall
be issued, whether alone or in connection with any other
Preferred Shares, and the terms and conditions of any
such warrants;
(viii) to determine whether the shares of any series
of the Preferred Shares shall be subject to redemption,
optional or mandatory or pursuant to a sinking fund, and,
if such series shall be subject to redemption, the
redemption provisions of such series; and
(ix) to fix or determine any additional dividend,
liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions
thereof;
RESOLVED that the Preferred Stock Committee be, and hereby is,
authorized and empowered to authorize, approve and take such other
action as is deemed advisable in connection with the issuance of one or
more series of the Preferred Shares, including, without limitation, the
following:
(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
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(ii) approving the form and substance, and the
execution and delivery, of any underwriting agreement, agency
agreement, placement agreement or other agreement to be
entered into by the Corporation in connection with the
issuance and sale of the Preferred Shares, including, without
limitation, setting the amount of any underwriting discounts
and other items constituting underwriters' compensation and
any discounts and commissions allowed or paid to dealers or
agents;
(iii) selecting the bank or trust company which will
act as depositary if Depositary Shares are offered and
approving the form and substance, and the execution and
delivery, of any deposit agreement to be entered into by the
Corporation with such depositary; and
(iv) appointing a registrar and transfer agent for
the registration, transfer and exchange of the Preferred
Shares and appointing a dividend disbursing agent for the
Preferred Shares;
RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the Corporation
with the Secretary of State of the State of Delaware pursuant to
Section 151 of the General Corporation Law of the State of Delaware (a
"Certificate of Designation"); that each such Certificate of
Designation be in such form as is approved by action of the Board of
Directors or the Preferred Stock Committee; and that the proper
officers of the Corporation be and hereby are authorized to execute and
file each such Certificate of Designation pursuant to the General
Corporation Law of the State of Delaware;
RESOLVED that the Certificate of Designation for each series
of the Preferred Shares shall provide that the shares of such series
shall not have any voting powers either general or special, except
that:
(i) Unless the vote or consent of the holders
of a greater number of shares shall then be required by law,
the consent of the holders of at least 66-2/3% of all of the
shares of any series at the time outstanding, given in person
or by proxy, either in writing or by a vote at a meeting
called for the purpose at which the holders of shares of such
series shall vote together as a separate class, shall be
necessary for authorizing, effecting or validating the
amendment, alteration or repeal of any of the provisions of
the Certificate of Incorporation or of any certificate
amendatory thereof or supplemental thereto (including any
Certificate of Designation or any similar document relating to
any series of
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<PAGE> 14
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 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
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<PAGE> 15
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% 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
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<PAGE> 16
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 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
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<PAGE> 17
preceding the payment date thereof, as shall be fixed by the
Board of Directors of the Corporation or by the Preferred
Stock Committee of the Board of Directors. Dividends on
account of arrears for any past Dividend Periods may be
declared and paid at any time, without reference to any
regular dividend payment date, to holders of record on such
date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the
Corporation or by the Preferred Stock Committee of the Board
of Directors.
(b) Dividends payable on this Series for any period
greater or less than a full Dividend Period, other than the
Initial Dividend Period, shall be computed on the basis of a
360-day year consisting of twelve 30-day months and the actual
number of days elapsed in the period.
(c) No full dividends shall be declared or paid or
set apart for payment on the Preferred Stock of any series
ranking, as to dividends, on a parity with or junior to this
Series for any period unless full cumulative dividends have
been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for
such payment on this Series for all Dividend Periods
terminating on or prior to the date of payment of such full
cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of this Series and any other series
of Preferred Stock ranking on a parity as to dividends with
this Series, all dividends declared upon shares of this Series
and any other series of Preferred Stock ranking on a parity as
to dividends with this Series shall be declared pro rata so
that the amount of dividends declared per share on this Series
and such other Preferred Stock shall in all cases bear to each
other the same ratio that accrued and unpaid dividends per
share on the shares of this Series and such other Preferred
Stock bear to each other. Holders of shares of this Series
shall not be entitled to any dividend, whether payable in
cash, property or stock, in excess of full cumulative
dividends, as herein provided, on this Series. No interest, or
sum of money in lieu of interest, shall be payable in respect
of any dividend payment or payments on this Series which may
be in arrears.
(d) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock or in any other stock ranking junior to this Series as
to dividends and upon liquidation and other than as provided
in paragraph (c) of this Section 2) shall be declared or paid
or set aside for payment or other distribution declared or
made upon the Common
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<PAGE> 18
Stock or upon any other stock ranking junior to or on a parity
with this Series as to dividends or upon liquidation, nor
shall any Common Stock or any other stock of the Corporation
ranking junior to or on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be
paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the
Corporation ranking junior to this Series as to dividends and
upon liquidation) unless, in each case, the full cumulative
dividends on all outstanding shares of this Series shall have
been paid or declared and set aside for payment for all past
Dividend Periods.
3. Definition of Applicable Rate, etc. (a) Except as
provided below in this paragraph, the "Applicable Rate" for
any Quarterly Dividend Period will be equal to 84% of the
Effective Rate (as hereinafter defined). The "Effective Rate"
for any Quarterly Dividend Period will be equal to the highest
of the Treasury Bill Rate, the Ten Year Constant Maturity Rate
and the Thirty Year Constant Maturity Rate (each as
hereinafter defined) for such Quarterly Dividend Period. In
the event that the Corporation determines in good faith that
for any reason
(i) any one of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate cannot be determined for any
Quarterly Dividend Period, then the Effective Rate
for such Quarterly Dividend Period will be equal to
the higher of whichever two of such Rates can be so
determined;
(ii) only one of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate can be determined for any
Quarterly Dividend Period, then the Effective Rate
for such Quarterly Dividend Period will be equal to
whichever such Rate can be so determined; or
(iii) none of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate can be determined for any
Quarterly Dividend Period, then the Effective Rate
for the preceding dividend period will be continued
for such Quarterly Dividend Period.
Anything herein to the contrary notwithstanding, the
Applicable Rate for any Quarterly Dividend Period shall
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<PAGE> 19
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 such Calendar Period as provided below) for three-month
U.S. Treasury bills, as published weekly during the relevant
Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation.
In the event that a per annum market discount rate for
three-month U.S. Treasury bills is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar
Period, then the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate
is published during the relevant Calendar Period) for all of
the U.S. Treasury bills then having remaining maturities of
not less than 80 nor more than 100 days, as published during
such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such rates, by any
Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason no
such U.S. Treasury bill rates are published as provided above
during such Calendar Period, then the Treasury Bill Rate for
such Quarterly Dividend Period will be the arithmetic average
of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of
marketable non-interest-bearing U.S. Treasury securities with
a remaining maturity of not less than 80 nor more than 100
days from the date of each such quotation, as
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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 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 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
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Securities (as hereinafter defined)) then having remaining
maturities of not less than eight nor more than twelve years,
as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not
publish such yields, by any Federal Reserve Bank or by any
U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot
determine the Ten Year Constant Maturity Rate for any
Quarterly Dividend Period as provided above in this paragraph,
then the Ten Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than eight nor more than twelve years from the date of
each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily
quotations are not generally available) to the Corporation by
at least three recognized dealers in U.S. Government
securities selected by the Corporation.
(d) Except as described below in this paragraph, the
"Thirty Year Constant Maturity Rate" for each Quarterly
Dividend Period will be the arithmetic average of the two most
recent weekly per annum Thirty Year Average Yields (as
hereinafter defined) (or the one weekly per annum Thirty Year
Average Yield, if only one such Yield is published during the
relevant Calendar Period), as published weekly by the Federal
Reserve Board during the Calendar Period immediately preceding
the last ten calendar days preceding the Quarterly Dividend
Period for which the dividend rate on this Series is being
determined. In the event that the Federal Reserve Board does
not publish such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year Constant
Maturity Rate for such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum
Thirty Year Average Yields (or the one weekly per annum Thirty
Year Average Yield, if only one such Yield is published during
the relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation.
In the event that a per annum Thirty Year Average Yield is not
published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency
during such Calendar Period, then the Thirty Year Constant
Maturity Rate for such
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Quarterly Dividend Period will be the arithmetic average of
the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining maturities of
not less than twenty-eight nor more than thirty years, as
published during such Calendar Period by the Federal Reserve
Board or, if the Federal Reserve Board does not publish such
yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event
that the Corporation determines in good faith that for any
reason the Corporation cannot determine the Thirty Year
Constant Maturity for any Quarterly Dividend Period as
provided above in this paragraph, the Thirty Year Constant
Maturity Rate for such Quarterly Dividend Period will be the
arithmetic average of the per annum average yields to maturity
based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special Securities)
with a final maturity date not less than twenty-eight nor more
than thirty years from the date of each such quotation, as
chosen and quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the
Corporation.
(e) The Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate shall
each be rounded to the nearest five hundredths of a percent.
(f) The Applicable Rate with respect to each
Quarterly Dividend Period will be calculated as promptly as
practicable by the Corporation according to the appropriate
method described above. The Corporation will cause each
Applicable Rate to be published in a newspaper of general
circulation in New York City before the commencement of the
Quarterly Dividend Period to which it applies and will cause
notice of such Applicable Rate to be enclosed with the
dividend payment checks next mailed to the holders of this
Series.
(g) For purposes of this Section,
(i) "Calendar Period" means a period of fourteen
calendar days;
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(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 30
years).
4. Redemption. (a) The shares of this Series are not
redeemable prior to June 30, 1999. The Corporation, at its
option, may redeem shares of this Series, as a whole or in
part, at any time or from time to time, on or after June 30,
1999, at a redemption price of $100 per share plus accrued and
unpaid dividends thereon to the date fixed for redemption.
(b) In the event that fewer than all the outstanding
shares of this Series are to be redeemed, the number of shares
to be redeemed shall be determined by the Board of Directors
of the Corporation or the Preferred Stock Committee of the
Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the
Board of Directors of the Corporation or the Preferred Stock
Committee of the Board of Directors or by any other method as
may be determined by the Board of Directors of the Corporation
or the Preferred Stock Committee of the Board of Directors in
its sole discretion to be equitable, provided that such method
satisfies any applicable requirements of any securities
exchange on which this Series is listed.
(c) In the event the Corporation shall redeem
shares of this Series, notice of such redemption shall
be given by first class mail, postage prepaid, mailed
not less than 30 or more than 60 days prior to the
redemption date, to each holder of record of the shares
to be redeemed, at such holder's address as the same
appears on the stock register of the Corporation. Each
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<PAGE> 24
such notice shall state: (i) the redemption date; (ii) the
number of shares of this Series to be redeemed and, if fewer
than all the shares held by such holder are to be redeemed,
the number of such shares to be redeemed from such holder;
(iii) the redemption price; (iv) the place or places where
certificates for such shares are to be surrendered for payment
of the redemption price; and (v) that dividends on the shares
to be redeemed will cease to accrue on the redemption date.
(d) Notice having been mailed as aforesaid, from and
after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the
redemption price) dividends on the shares of this Series so
called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except
the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said
notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors shall so require and the notice
shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. In case fewer
than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.
(e) Any shares of this Series which shall at any time
have been redeemed shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once
more designated as part of a particular series by the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors.
(f) Notwithstanding the foregoing provisions of this
Section 4, if any dividends on this Series are in arrears, no
shares of this Series shall be redeemed unless all outstanding
shares of this Series are simultaneously redeemed, and the
Corporation shall not purchase or otherwise acquire any shares
of this Series; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of this
Series pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of this
Series.
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<PAGE> 25
5. Conversion. The holders of shares of this
Series shall not have any rights to convert such shares
into shares of any other class or series of capital
stock of the Corporation.
6. Liquidation Rights. (a) Upon the voluntary or
involuntary dissolution, liquidation or winding up of the
Corporation, the holders of the shares of this Series shall be
entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders,
before any payment or distribution shall be made on the Common
Stock or on any other class of stock ranking junior to this
Series upon liquidation, the amount of $100 per share, plus
accrued and unpaid dividends thereon.
(b) After the payment to the holders of the shares of
this Series of the full preferential amounts provided for in
this Section 6, the holders of this Series as such shall have
no right or claim to any of the remaining assets of the
Corporation.
(c) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the Corporation,
the amounts payable with respect to the stated value of the
shares of this Series and any other shares of stock of the
Corporation ranking as to any such distribution on a parity
with the shares of this Series are not paid in full, the
holders of the shares of this Series and of such other shares
will share ratably in any such distribution of assets of the
Corporation in proportion to the full respective stated values
to which they are entitled.
(d) Neither the sale of all or substantially all the
property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other
corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to
be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Section 6.
(e) Upon the dissolution, liquidation or winding up
of the Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of the assets of
the Corporation available for distribution to its stockholders
all amounts to which such holders are entitled pursuant to
paragraph (a) of this Section 6 before any payment shall be
made to the holder of any class of capital stock of the
Corporation ranking junior to this Series upon liquidation.
A-16
<PAGE> 26
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."
A-17
<PAGE> 27
Appendix B
CERTIFICATE OF DESIGNATIONS
OF
10.96% PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolution was duly adopted by the Board of
Directors of the Corporation at a meeting duly held and convened on July 14,
1991, at which a quorum was present and acting throughout:
"RESOLVED, that pursuant to authority conferred upon the Board
of Directors by the Certificate of Incorporation of the Corporation, as
amended (the "Certificate of Incorporation"), the Board of Directors
hereby provides for the issuance of 4,000,000 shares of a series of
Preferred Stock, $1 par value, of the Corporation ranking on a parity
with the series of Preferred Stock designated as the Corporation's
"Adjustable Rate Cumulative Preferred Stock", the Corporation's
"Adjustable Rate Cumulative Preferred Stock, Series B", the
Corporation's "Adjustable Rate Cumulative Preferred Stock, Series C",
the Corporation's "10-3/4% Cumulative Preferred Stock", the
Corporation's "Adjustable Rate Cumulative Preferred Stock, Series E",
the Corporation's "Adjustable Rate Cumulative Preferred Stock, Series
F," and the Corporation's "10% Convertible Preferred Stock", and the
designations, preferences and privileges, relative, participating,
optional and other special rights, and qualifications, limitations and
restrictions of all 4,000,000 shares of this series, in addition to
those set forth in the Certificate of Incorporation of the Corporation
are hereby fixed as follows:
"(a) Designation. The designation of this series
shall be 10.96% Preferred Stock (hereinafter referred to as
this "Series") and the number of shares constituting this
Series shall be 4,000,000 shares. Shares of this Series shall
have a stated value of $25 per share. The number of authorized
shares of this Series may be reduced by further resolution
duly adopted by the Board of Directors of the Corporation or
the Preferred Stock Committee of the Board of Directors and by
the filing of a certificate pursuant to the provisions of the
General Corporation Law of the State
B-1
<PAGE> 28
of Delaware stating that such reduction has been so authorized
(but not below the number of shares of this Series then
outstanding), but the number of authorized shares of this
Series shall not be increased.
"(b) Dividend Rights.
"(1) Dividends shall be payable on the shares of this
Series for the Initial Dividend Period (as defined below) and
each quarterly dividend period (a "Quarterly Dividend Period")
thereafter (the Initial Dividend Period and each such
subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred
to as "Dividend Periods"), which Quarterly Dividend Periods
shall commence on March 31, June 30, September 30 and December
31 in each year, commencing with the first such date to occur
after the effective time of the merger of the Corporation with
Manufacturers Hanover Corporation (the "Effective Time"), and
shall end on and include the day next preceding the first day
of the next Quarterly Dividend Period, at a rate per annum of
the stated value thereof equal to 10.96%. The Initial Dividend
Period is the period commencing on the most recent date next
preceding the Effective Time on which a dividend was paid on
the 10.96% Preferred Stock of Manufacturers Hanover
Corporation (or commencing on the date of the Effective Time
if such date was such a dividend payment date) and shall end
on and include the date next preceding the first day of the
next Quarterly Dividend Period; provided, however, that in the
event the Effective Time shall occur after the record date for
the payment of a regular quarterly dividend on the 10.96%
Preferred Stock of Manufacturers Hanover Corporation but prior
to the payment date for such dividend, then the Initial
Dividend Period shall be the first Quarterly Dividend Period
as described in the preceding sentence. Dividends shall be
cumulative from the date on which the Initial Dividend Period
commences and shall be payable, when, as and if declared by
the Board of Directors or by the Preferred Stock Committee of
the Board of Directors, on March 31, June 30, September 30 and
December 31 in each year, commencing with such date that next
follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of
this Series as they appear on the stock register of the
Corporation on such record date, not exceeding 45 days
preceding the payment date thereof, as shall be fixed by the
Board of Directors of the Corporation or by the Preferred
Stock Committee of the Board of Directors. Dividends on
account of arrears for any past Dividend Periods may be
declared and paid at any time, without reference to any
regular dividend payment date, to holders of record on
B-2
<PAGE> 29
such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the
Corporation or by the Preferred Stock Committee of the Board
of Directors.
"(2) Dividends payable on this Series for any period
greater or less than a Quarterly Dividend Period, including
the Initial Dividend Period, shall be computed on the basis of
a 360-day year consisting of twelve 30-day months. Dividends
payable on this Series for each Quarterly Dividend Period
shall be computed by annualizing the Dividend Rate and
dividing by four.
"(3) No full dividends shall be declared or paid or
set apart for payment on the Preferred Stock or any series
ranking, as to dividends, on a parity with or junior to this
Series for any period unless full cumulative dividends have
been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for
such payment on this Series for all Dividend Periods
terminating on or prior to the date of payment of such full
cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of this Series and any other series
of Preferred Stock ranking on a parity as to dividends with
this Series, all dividends declared upon shares of this Series
and any other series of Preferred Stock ranking on a parity as
to dividends with this Series shall be declared pro rata so
that the amount of dividends declared per share on this Series
and such other series of Preferred Stock shall in all cases
bear to each other the same ratio that accrued and unpaid
dividends per share on the shares of this Series and such
other series of Preferred Stock bear to each other. Holders of
shares of this Series shall not be entitled to any dividend,
whether payable in cash, property or stocks, in excess of full
cumulative dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on this
Series which may be in arrears.
"(4) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock of the Corporation (the "Common Stock") or in any other
stock ranking junior to this Series as to dividends and upon
liquidation and other than as provided in Section (3) of this
Section (b)) shall be declared or paid or set aside for
payment or other distribution declared or made upon the Common
Stock or upon any other stock ranking junior to or on a parity
with this Series as to dividends or upon liquidation, nor
shall any Common Stock or any other stock of the Corporation
ranking junior to or on a parity with this
B-3
<PAGE> 30
Series as to dividends or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
unless, in each case, the full cumulative dividends on all
outstanding shares of this Series shall have been paid for all
past Dividend Periods.
"(c) Redemption.
"(1) Shares of this Series are not redeemable prior
to June 30, 2000. On or after such date, the Corporation may
elect to redeem the shares of this Series, as a whole or in
part, any time or from time to time at a redemption price of
$25 per share, plus accrued and unpaid dividends thereon to
the redemption date. In the event the Corporation shall elect
to redeem shares of this Series, the Corporation shall give
notice to the holders of record of shares of this Series being
so redeemed, not less than 30 nor more than 60 days prior to
such redemption, by first class mail, postage prepaid, at
their addresses as shown on the stock registry books of the
Corporation that said shares are being redeemed, provided that
without limiting the obligation of the Corporation hereunder
to give the notice provided in this Section (c)(1), the
failure of the Corporation to give such notice shall not
invalidate any corporate action by the Corporation. Each such
notice shall state: (i) the redemption date; (ii) the number
of shares of this Series to be redeemed and, if fewer than all
the shares held by such holder are to be redeemed, the number
of such shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where certificates
for such shares are to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on the redemption date.
"(2) In the event that fewer than all the outstanding
shares of this Series are to be redeemed, the number of shares
to be redeemed shall be determined by the Board of Directors
of the Corporation or the Preferred Stock Committee of the
Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the
Board of Directors of the Corporation or the Preferred Stock
Committee of the Board of Directors or by any other method as
may be determined by the Board of Directors of the Corporation
or the Preferred Stock Committee of the Board of Directors in
its sole discretion to be equitable provided that such method
satisfies any applicable
B-4
<PAGE> 31
requirements of any securities exchange on which this
Series is listed.
"(3) Notice having been mailed as aforesaid, from and
after the applicable redemption date (unless default shall be
made by the Corporation in providing money for the payment of
the redemption price), dividends on the shares of this Series
to be redeemed on such redemption date shall cease to accrue,
and said shares shall no longer be deemed to be outstanding,
and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation
the redemption price) shall cease. Upon surrender of the
certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the
Corporation or the Preferred Stock Committee of the Board of
Directors shall so require and the notice shall so state),
such shares shall be redeemed by the Corporation at the
redemption price aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares
without cost to the holder thereof.
"(4) Any shares of this Series which shall at any
time have been redeemed shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once
more designated as part of a particular series by the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors.
"(5) Notwithstanding the foregoing provisions of this
Section (c), if any dividends on this Series are in arrears,
no shares of this Series shall be redeemed unless all
outstanding shares of this Series are simultaneously redeemed,
and the Corporation shall not purchase or otherwise acquire
any shares of this Series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of
shares of this Series pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of
this Series.
"(d) Conversion. The holders of shares of this Series
shall not have any rights to convert such shares into shares
of any other class or series of capital stock of the
Corporation.
"(e) Voting Rights. The shares of this Series of
Preferred Stock shall not have any voting powers either
general or special, except that:
B-5
<PAGE> 32
"(1) Unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the
consent of the holders of at least 66 2/3% of all of the
shares of this Series at the time outstanding, given in person
or by proxy, either in writing or by a vote at a meeting
called for that purpose at which the holders of shares of this
Series shall vote together as a separate class, shall be
necessary for authorizing, effecting or validating the
amendment, alteration or repeal of any of the provisions of
the Certificate of Incorporation or of any certificate
amendatory thereof or supplemental thereto (including any
Certificate of Designations or any similar documents relating
to any series of Preferred Stock) which would adversely affect
the preferences, rights, powers or privileges of this Series;
"(2) Unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the
consent of the holders of at least 66 2/3% of all of the
shares of this Series and all other series of Preferred Stock
ranking on a parity with shares of this Series, either as to
dividends or upon liquidation, at the time outstanding, given
in person or by proxy, either in writing or by a vote at a
meeting called for that purpose at which the holders of shares
of this Series and such other series of Preferred Stock shall
vote together as a single class without regard to series,
shall be necessary for authorizing, effecting or validating
the creation, authorization or issue of any shares of any
class of stock of the Corporation ranking prior to the shares
of this Series as to dividends or upon liquidation, or the
reclassification of any authorized stock of the Corporation
into any such prior shares, or the creation, authorization or
issue of any obligation or security convertible into or
evidencing the right to purchase any such prior shares;
"(3) If at the time of any annual meeting of
stockholders for the election of directors a default in
preference dividends on the Preferred Stock shall exist, the
number of directors constituting the Board of Directors of the
Corporation shall be increased by two, and the holders of the
Preferred Stock of all series shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, to
elect two directors of the Corporation to fill such newly
created directorships. Such right shall continue until there
are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock
(herein called a "Preferred
B-6
<PAGE> 33
Director"), shall continue to serve as such director for the
full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except
by, the vote of the holders of record of the outstanding
shares of Preferred Stock, voting together as a single class
without regard to series, at a meeting of the stockholders, or
of the holders of shares of Preferred Stock, called for that
purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (A) any vacancy in the office
of Preferred Director may be filled (except as provided in the
following clause (B)) by an instrument in writing signed by
the remaining Preferred Director and filed with the
Corporation, and (B) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of
the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at
the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred
Director shall be deemed, for all purposes hereof, to be a
Preferred Director. Whenever the term of office of the
Preferred Directors shall end and a default in preference
dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes hereof, a "default in
preference dividends" on the Preferred Stock shall be deemed
to have occurred whenever the amount of accrued dividends upon
any series of the Preferred Stock shall be equivalent to six
full quarter-yearly dividends or more, and, having so
occurred, such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on all shares of
Preferred Stock of each and every series then outstanding
shall have been paid to the end of the last preceding Dividend
Period.
"(f) Liquidation Rights.
"(1) Upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the holders of
the shares of this Series shall be entitled to receive and to
be paid out of the assets of the Corporation available for
distribution to its stockholders, before any payment or
distribution shall be made on the Common Stock or on any other
class of stock ranking junior to this Series upon liquidation,
a liquidation preference in the amount of $25 per share of
this Series, plus accrued and unpaid dividends thereon.
B-7
<PAGE> 34
"(2) After the payment to the holders of the shares
of this Series of the full amount of the liquidating
distribution to which they are entitled under this Section
(f), the holders of this Series as such shall have no right or
claim to any of the remaining assets of the Corporation.
"(3) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the Corporation,
the amounts payable with respect to the liquidation preference
of the shares of this Series and any other shares of stock of
the Corporation ranking as to any such distribution on a
parity with the shares of this Series are not paid in full,
the holders of the shares of this Series and of such other
shares will share ratably in any such distribution of assets
of the Corporation in proportion to the full respective
liquidation preference to which they are entitled.
"(4) Neither the sale of all or substantially all of
the property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other
corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to
be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Section (f).
"(5) Upon the dissolution, liquidation or winding up
of the Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of the assets of
the Corporation available for distribution to its stockholders
all amounts to which such holders are entitled pursuant to
Section (1) of this Section (f) before any payment shall be
made to the holders of any class of capital stock of the
Corporation ranking junior to this Series upon liquidation.
"(g) Ranking. For purposes of this resolution,
any stock of any class or classes of the Corporation
shall be deemed to rank:
"(1) prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or
classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, in preference or
priority to the holders of shares of this Series; and
"(2) on a parity with shares of this Series, either
as to dividends or upon liquidation, whether or not the
dividend rates, dividend payment dates or
B-8
<PAGE> 35
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."
B-9
<PAGE> 36
Appendix C
CERTIFICATE OF DESIGNATIONS
OF
8-3/8% PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were duly adopted by the Board of
Directors of the Corporation on March 17, 1992 and by the Preferred Stock
Committee of the Board of Directors on May 20, 1992, respectively, pursuant to
authority conferred upon the Board of Directors by the provisions of the
Certificate of Incorporation of the Corporation which authorize the issuance of
up to 200,000,000 shares of preferred stock, $1 par value (the "Preferred
Stock"), and pursuant to authority conferred upon the Preferred Stock Committee
of the Board of Directors by Section 141(c) of the General Corporation Law of
the State of Delaware, by the By-Laws of the Corporation and by the resolutions
of the Board of Directors adopted at a meeting duly convened and held on March
17, 1992:
1. The Board of Directors on March 17, 1992 adopted the
following resolutions authorizing a Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of the Preferred Stock:
"RESOLVED that the Board of Directors of The 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 Preferred Stock
Committee those powers and duties set forth below;
C-1
<PAGE> 37
"RESOLVED that the Preferred Stock Committee may, without the
further action of the Board of Directors, from time to time authorize
the issuance and sale from time to time of one or more series of
Preferred Shares for cash or other property, as shall be determined by
the Preferred Stock Committee, subject to the limitations above, and
any such Preferred Shares may be sold through agents, through
underwriters, through dealers and directly to purchasers, in one or
more offerings registered under the Securities Act of 1933 (the "Act")
or in transactions not required to be registered under the Act, all as
shall be determined by the Preferred Stock Committee; and any such
issuance and sale of Preferred Shares, including the issuance from
time to time of any warrants for such Preferred Shares, common or
preferred stock of the Corporation into which any series of Preferred
Shares may be convertible or exchangeable and the issuance and sale
from time to time of Depositary Shares (as hereinafter defined; it
being intended that, unless the context shall otherwise require, when
used in these resolutions the term "Preferred Shares" shall also
include any warrants or Depositary Shares related thereto) related to
the Preferred Shares, be and hereby is authorized and approved;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to act on behalf and in the stead of the
Board of Directors in connection with the issuance of one or more
series of the Preferred Shares and any common or preferred stock into
which such Preferred Shares may be convertible or exchangeable and, in
connection therewith, is hereby authorized, to the fullest extent
permitted by the Delaware General Corporation Law as it now exists or
is hereafter amended, to determine the price at which the Preferred
Shares of each such series will be sold by the Corporation, to declare
dividends payable on the Preferred Shares, to reserve for issuance on
the books of the Corporation or otherwise a sufficient number of
shares of any common or preferred stock of the Corporation into which
any series of the Preferred Shares may be convertible or exchangeable
and to determine the designation, preferences and privileges, the
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof;
"RESOLVED that, without limiting the generality of the
preceding resolution, the Preferred Stock Committee is hereby
expressly authorized:
"(i) to determine whether the Preferred Shares will
be issued in one or more series and the number of shares
of any such series;
C-2
<PAGE> 38
"(ii) to fix the dividend rate or rates of such
shares and/or the methods of determining dividends and
the dates on which dividends shall be payable;
"(iii) to determine whether dividends of any series
of Preferred Shares shall be cumulative or noncumulative
and, if cumulative, the dates from which dividends shall
commence to cumulate;
"(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of the
Preferred Shares, including without limitation, the class
and series of capital stock of the Corporation into which
such shares shall be convertible or exchangeable;
"(v) to determine whether the Corporation shall elect
to offer (a) warrants for such Preferred Shares
("Warrants") or (b) depositary shares evidenced by
depositary receipts, each representing a fraction (to be
determined by the Preferred Stock Committee) of a share
of a particular series of the Preferred Shares
("Depositary Shares"), which Preferred Shares will be
issued and deposited with a depositary, in each case, in
lieu of offering full shares of such series of the
Preferred Shares;
"(vi) to fix the liquidation preference of the shares
of any series of the Preferred Shares, subject to the
limitation that the aggregate liquidation preference of
all the Preferred Shares issued shall not exceed
$800,000,000;
"(vii) to determine whether the shares of any series
of the Preferred Shares shall be subject to redemption,
optional or mandatory or pursuant to a sinking fund, and,
if such series shall be subject to redemption, the
redemption provisions of such series; and
"(viii) to fix or determine any additional dividend,
liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions
thereof;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to authorize, approve and take such other
action as is deemed advisable in connection with the issuance of one
or more series of the Preferred Shares, including, without limitation,
the following:
"(i) selecting the underwriters, dealers and agents,
if any, to or through which the Preferred Shares will be sold
and offered;
C-3
<PAGE> 39
"(ii) approving the form and substance, and the
execution and delivery, of any underwriting agreement, agency
agreement, placement agreement or other agreement to be
entered into by the Corporation in connection with the
issuance and sale of the Preferred Shares, including, without
limitation, setting the amount of any underwriting discounts
and other items constituting underwriters' compensation and
any discounts and commissions allowed or paid to dealers or
agents;
"(iii) selecting the bank or trust company which
will act as depositary if Depositary Shares are offered and
approving the form and substance, and the execution and
delivery, of any deposit agreement to be entered into by the
Corporation with such depositary; and
"(iv) appointing a registrar and transfer agent for
the registration, transfer and exchange of the Preferred
Shares and appointing a dividend disbursing agent for the
Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the Corporation
with the Secretary of State of the State of Delaware pursuant to
Section 151 of the General Corporation Law of the State of Delaware (a
"Certificate of Designations"); that each such Certificate of
Designations be in such form as is approved by action of the Board of
Directors or the Preferred Stock Committee; and that the proper
officers of the Corporation be and hereby are authorized to execute
and file each such Certificate of Designations pursuant to the General
Corporation Law of the State of Delaware."
2. The Board of Directors on March 17, 1992 adopted the
following resolution fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED that the Certificate of Designations for each series
of the Preferred Shares shall provide that the shares of such series
shall not have any voting powers either general or special, except
that:
"(i) Unless the vote or consent of the holders of
a greater number of shares shall then be required by law, the
consent of the holders of at least 66-2/3% of all of the
shares of any series at the time outstanding, given in person
or by proxy, either in writing or by a vote at a meeting
called for the purpose at which the holders of shares of such
series shall vote together as a separate class, shall be
necessary for authorizing, effecting or validating the
amendment, alteration or repeal of any of the
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provisions of the Certificate of Incorporation or of any
certificate amendatory thereof or supplemental thereto
(including any Certificate of Designations or any similar
document relating to any series of Preferred Stock) so as to
affect adversely the preferences, rights, powers or privileges
of such series;
"(ii) Unless the vote or consent of the holders of
a greater number of shares shall then be required by law, the
consent of the holders of at least 66-2/3% of all of the
shares of any such series and all other series of Preferred
Stock ranking on a parity with shares of such series, either
as to dividends or upon liquidation, at the time outstanding,
given in person or by proxy, either in writing or by a vote at
a meeting called for the purpose at which the holders of
shares of such series and such other series of Preferred Stock
shall vote together as a single class without regard to
series, shall be necessary for authorizing, effecting or
validating the creation, authorization or issue of any shares
of any class of stock of the Corporation ranking prior to the
shares of such series as to dividends or upon liquidation, or
the reclassification of any authorized stock of the
Corporation into any such prior shares, or the creation,
authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any such
prior shares; and
"(iii) If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, to
elect two directors of the Corporation to fill such newly
created directorships. Such right shall continue until there
are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock
(a "Preferred Director") shall continue to serve as such
director for the full term for which he shall have been
elected, notwithstanding that prior to the end of such term a
default in preference dividends shall cease to exist. Any
Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the
outstanding
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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 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
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<PAGE> 42
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, 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
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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
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
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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 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.
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"(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 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.
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"(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;
"(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
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<PAGE> 47
winding up of the Corporation, as the case may be, without preference
or priority, one over the other, as between the holders of such stock
and the holders of shares of this Series; and
"(c) junior to shares of this Series, either as to dividends
or upon liquidation, if such class shall be Common Stock or if the
holders of shares of this Series shall be entitled to receipt of
dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Corporation, as the case may be, in preference or
priority to the holders of shares of such class or classes.
"7. Voting Rights. The shares of this Series shall have
the voting rights set forth in the resolutions of the Board of Directors of the
Corporation adopted on March 17, 1992."
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Appendix D
CERTIFICATE OF DESIGNATIONS
OF
7.92% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were duly adopted by the Board of
Directors of the Corporation on March 17, 1992 and by the Preferred Stock
Committee of the Board of Directors on September 10, 1992, respectively,
pursuant to authority conferred upon the Board of Directors by the provisions
of the Certificate of Incorporation of the Corporation which authorize the
issuance of up to 200,000,000 shares of preferred stock, $1 par value (the
"Preferred Stock"), and pursuant to authority conferred upon the Preferred
Stock Committee of the Board of Directors by Section 141(c) of the General
Corporation Law of the State of Delaware, by the By-Laws of the Corporation and
by the resolutions of the Board of Directors adopted at a meeting duly convened
and held on March 17, 1992:
1. The Board of Directors on March 17, 1992 adopted the
following resolutions authorizing a Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of the Preferred Stock:
"RESOLVED that the Board of Directors of The 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 Preferred Stock
Committee those powers and duties set forth below;
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<PAGE> 49
"RESOLVED that the Preferred Stock Committee may, without the
further action of the Board of Directors, from time to time authorize
the issuance and sale from time to time of one or more series of
Preferred Shares for cash or other property, as shall be determined by
the Preferred Stock Committee, subject to the limitations above, and
any such Preferred Shares may be sold through agents, through
underwriters, through dealers and directly to purchasers, in one or
more offerings registered under the Securities Act of 1933 (the "Act")
or in transactions not required to be registered under the Act, all as
shall be determined by the Preferred Stock Committee; and any such
issuance and sale of Preferred Shares, including the issuance from
time to time of any warrants for such Preferred Shares, common or
preferred stock of the Corporation into which any series of Preferred
Shares may be convertible or exchangeable and the issuance and sale
from time to time of Depositary Shares (as hereinafter defined; it
being intended that, unless the context shall otherwise require, when
used in these resolutions the term "Preferred Shares" shall also
include any warrants or Depositary Shares related thereto) related to
the Preferred Shares, be and hereby is authorized and approved;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to act on behalf and in the stead of the
Board of Directors in connection with the issuance of one or more
series of the Preferred Shares and any common or preferred stock into
which such Preferred Shares may be convertible or exchangeable and, in
connection therewith, is hereby authorized, to the fullest extent
permitted by the Delaware General Corporation Law as it now exists or
is hereafter amended, to determine the price at which the Preferred
Shares of each such series will be sold by the Corporation, to declare
dividends payable on the Preferred Shares, to reserve for issuance on
the books of the Corporation or otherwise a sufficient number of
shares of any common or preferred stock of the Corporation into which
any series of the Preferred Shares may be convertible or exchangeable
and to determine the designation, preferences and privileges, the
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof;
"RESOLVED that, without limiting the generality of the
preceding resolution, the Preferred Stock Committee is hereby
expressly authorized:
"(i) to determine whether the Preferred Shares
will be issued in one or more series and the number of shares
of any such series;
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<PAGE> 50
"(ii) to fix the dividend rate or rates of such
shares and/or the methods of determining dividends and the
dates on which dividends shall be payable;
"(iii) to determine whether dividends of any series
of Preferred Shares shall be cumulative or noncumulative and,
if cumulative, the dates from which dividends shall commence
to cumulate;
"(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of the
Preferred Shares, including without limitation, the class and
series of capital stock of the Corporation into which such
shares shall be convertible or exchangeable;
"(v) to determine whether the Corporation shall
elect to offer (a) warrants for such Preferred Shares
("Warrants") or (b) depositary shares evidenced by depositary
receipts, each representing a fraction (to be determined by
the Preferred Stock Committee) of a share of a particular
series of the Preferred Shares ("Depositary Shares"), which
Preferred Shares will be issued and deposited with a
depositary, in each case, in lieu of offering full shares of
such series of the Preferred Shares;
"(vi) to fix the liquidation preference of the
shares of any series of the Preferred Shares, subject to the
limitation that the aggregate liquidation preference of all
the Preferred Shares issued shall not exceed $800,000,000;
"(vii) to determine whether the shares of any series
of the Preferred Shares shall be subject to redemption,
optional or mandatory or pursuant to a sinking fund, and, if
such series shall be subject to redemption, the redemption
provisions of such series; and
"(viii) to fix or determine any additional dividend,
liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions thereof;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to authorize, approve and take such other
action as is deemed advisable in connection with the issuance of one
or more series of the Preferred Shares, including, without limitation,
the following:
"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred Shares will
be sold and offered;
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"(ii) approving the form and substance, and the
execution and delivery, of any underwriting agreement, agency
agreement, placement agreement or other agreement to be
entered into by the Corporation in connection with the
issuance and sale of the Preferred Shares, including, without
limitation, setting the amount of any underwriting discounts
and other items constituting underwriters' compensation and
any discounts and commissions allowed or paid to dealers or
agents;
"(iii) selecting the bank or trust company which
will act as depositary if Depositary Shares are offered and
approving the form and substance, and the execution and
delivery, of any deposit agreement to be entered into by the
Corporation with such depositary; and
"(iv) appointing a registrar and transfer agent for
the registration, transfer and exchange of the Preferred
Shares and appointing a dividend disbursing agent for the
Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the Corporation
with the Secretary of State of the State of Delaware pursuant to
Section 151 of the General Corporation Law of the State of Delaware (a
"Certificate of Designations"); that each such Certificate of
Designations be in such form as is approved by action of the Board of
Directors or the Preferred Stock Committee; and that the proper
officers of the Corporation be and hereby are authorized to execute
and file each such Certificate of Designations pursuant to the General
Corporation Law of the State of Delaware".
2. The Board of Directors on March 17, 1992 adopted the
following resolution fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED that the Certificate of Designations for each series
of the Preferred Shares shall provide that the shares of such series
shall not have any voting powers either general or special, except
that:
"(i) Unless the vote or consent of the holders of
a greater number of shares shall then be required by law, the
consent of the holders of at least 66-2/3% of all of the
shares of any series at the time outstanding, given in person
or by proxy, either in writing or by a vote at a meeting
called for the purpose at which the holders of shares of such
series shall vote together as a separate class, shall be
necessary for authorizing, effecting or validating the
amendment, alteration or repeal of any of the
D-4
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provisions of the Certificate of Incorporation or of any
certificate amendatory thereof or supplemental thereto
(including any Certificate of Designations or any similar
document relating to any series of Preferred Stock) so as to
affect adversely the preferences, rights, powers or privileges
of such series;
"(ii) Unless the vote or consent of the holders of
a greater number of shares shall then be required by law, the
consent of the holders of at least 66-2/3% of all of the
shares of any such series and all other series of Preferred
Stock ranking on a parity with shares of such series, either
as to dividends or upon liquidation, at the time outstanding,
given in person or by proxy, either in writing or by a vote at
a meeting called for the purpose at which the holders of
shares of such series and such other series of Preferred Stock
shall vote together as a single class without regard to
series, shall be necessary for authorizing, effecting or
validating the creation, authorization or issue of any shares
of any class of stock of the Corporation ranking prior to the
shares of such series as to dividends or upon liquidation, or
the reclassification of any authorized stock of the
Corporation into any such prior shares, or the creation,
authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any such
prior shares; and
"(iii) If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, to
elect two directors of the Corporation to fill such newly
created directorships. Such right shall continue until there
are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock
(a "Preferred Director") shall continue to serve as such
director for the full term for which he shall have been
elected, notwithstanding that prior to the end of such term a
default in preference dividends shall cease to exist. Any
Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the
outstanding
D-5
<PAGE> 53
shares of Preferred Stock, voting together as a single class
without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any
preference dividends on the Preferred Stock shall exist, (a)
any vacancy in the office of a Preferred Director may be
filled (except as provided in the following clause (b)) by an
instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by two. For the purposes hereof,
a "default in preference dividends" on the Preferred Stock
shall be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last
preceding dividend period."
3. The Preferred Stock Committee of the Board of Directors on
September 10, 1992, pursuant to the authority conferred upon the Preferred
Stock Committee of the Board of Directors by Section 141(c) of the General
Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the
Corporation and by the resolutions of the Board of Directors set forth above,
adopted the following resolution:
"RESOLVED that, pursuant to resolutions of the Board of
Directors of the Corporation adopted on March 17, 1992, the issue of
up to 2,000,000 shares of 7.92% Cumulative Preferred Stock, $100
stated value per share ($1 par value), of the Corporation ranking on a
parity with the series of Preferred Stock of the Corporation
designated as the Corporation's "Adjustable Rate Cumulative Preferred
Stock, Series B", the Corporation's "Adjustable Rate Cumulative
Preferred Stock, Series C", the Corporation's "10-3/4% Cumulative
Preferred Stock", the Corporation's "Adjustable Rate Cumulative
Preferred Stock, Series E", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series F", the Corporation's "10.96%
Preferred Stock", the
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Corporation's "10% Convertible Preferred Stock" and the Corporation's
"8-3/8% Preferred Stock" is hereby authorized and the designation,
preferences and privileges, relative, participating, optional and
other special rights, and qualifications, limitations and restrictions
of all 2,000,000 shares of this Series, in addition to those set forth
in the Certificate of Incorporation of the Corporation and, with
respect to voting rights, in the resolutions of the Board of Directors
of the Corporation adopted on March 17, 1992, are hereby fixed as
follows:
"1. Designation. The designation of this Series shall be
7.92% Cumulative Preferred Stock (hereinafter referred to as the
"Series") and the number of shares constituting this Series shall be
Two Million (2,000,000). Shares of this Series shall have a stated
value of $100. The number of authorized shares of this Series may be
reduced by further resolution duly adopted by the Board of Directors
of the Corporation or the Preferred Stock Committee of the Board of
Directors and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware
stating that such reduction has been so authorized, but the number of
authorized shares of this Series shall not be increased.
"2. Dividends. (a) Dividends shall be payable on the shares
of this Series: (i) for the period (the "Initial Dividend Period")
from the date of original issue of shares of this Series to and
including December 31, 1992, and (ii) for each quarterly dividend
period thereafter (the Initial Dividend Period and each quarterly
dividend period thereafter being hereinafter individually referred to
as a "Dividend Period" and collectively referred to as "Dividend
Periods"), which quarterly Dividend Periods shall commence on January
1, April 1, July 1 and October 1 in each year, commencing January 1,
1993, and shall end on and include the day next preceding the first
day of the next Dividend Period, at a rate per annum of the stated
value thereof equal to 7.92% (the "Dividend Rate"). Dividends shall
be cumulative from such date of original issue and shall be payable,
when and as declared by the Board of Directors or by the Preferred
Stock Committee of the Board of Directors, on March 31, June 30,
September 30 and December 31 of each year, commencing on December 31,
1992. Each such dividend shall be paid to the holders of record of
shares of this Series as they appear on the stock register of the
Corporation on such record date, not exceeding 45 days preceding the
payment date thereof, as shall be fixed by the Board of Directors of
the Corporation or by the Preferred Stock Committee of the Board of
Directors. Dividends on account of arrears for any past Dividend
Periods may be declared and paid at any time, without reference to any
regular dividend payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date
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thereof, as may be fixed by the Board of Directors of the Corporation
or by the Preferred Stock Committee of the Board of Directors.
"(b) Dividends payable on this Series for any period greater
or less than a full Dividend Period, including the Initial Dividend
Period, shall be computed on the basis of a 360-day year consisting of
twelve 30-day months and the actual number of days elapsed in the
period. Dividends payable on this Series for each full Dividend
Period shall be computed by annualizing the Dividend Rate and dividing
by four.
"(c) No full dividends shall be declared or paid or set apart
for payment on the Preferred Stock of any series ranking, as to
dividends, on a parity with or junior to this Series for any period
unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment
thereof set apart for such payment on this Series for all Dividend
Periods terminating on or prior to the date of payment of such full
cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of this Series and any other series of
Preferred Stock ranking on a parity as to dividends with this Series,
all dividends declared upon shares of this Series and any other series
of Preferred Stock ranking on a parity as to dividends with this
Series shall be declared pro rata so that the amount of dividends
declared per share on this Series and such other Preferred Stock shall
in all cases bear to each other the same ratio that accrued and unpaid
dividends per share on the shares of this Series and such other
Preferred Stock bear to each other. Holders of shares of this Series
shall not be entitled to any dividend, whether payable in cash,
property or stocks, in excess of full cumulative dividends, as herein
provided, on this Series. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or
payments on this Series which may be in arrears.
"(d) So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock
ranking junior to this Series as to dividends and upon liquidation and
other than as provided in paragraph (c) of this Section 2) shall be
declared or paid or set aside for payment or other distribution
declared or made upon the Common Stock or upon any other stock ranking
junior to or on a parity with this Series as to dividends or upon
liquidation, nor shall any Common Stock or any other stock of the
Corporation ranking junior to or on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any
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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 (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
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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 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.
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"(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;
"(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
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"(c) junior to shares of this Series, either as to dividends
or upon liquidation, if such class shall be Common Stock or if the
holders of shares of this Series shall be entitled to receipt of
dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Corporation, as the case may be, in preference or
priority to the holders of shares of such class or classes.
"7. Voting Rights. The shares of this Series shall have the
voting rights set forth in the resolutions of the Board of Directors
of the Corporation adopted on March 17, 1992."
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Appendix E
CERTIFICATE OF DESIGNATIONS
OF
7.58% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were duly adopted by the Board of
Directors of the Corporation on March 17, 1992 and September 15, 1992, and by
the Preferred Stock Committee of the Board of Directors on March 16, 1993,
respectively, pursuant to authority conferred upon the Board of Directors by the
provisions of the Certificate of Incorporation of the Corporation which
authorize the issuance of up to 200,000,000 shares of preferred stock, $1 par
value (the "Preferred Stock"), and pursuant to authority conferred upon the
Preferred Stock Committee of the Board of Directors by Section 141(c) of the
General Corporation Law of the State of Delaware, by the By-Laws of the
Corporation and by the resolutions of the Board of Directors adopted at meetings
duly convened and held on March 17, 1992 and September 15, 1992:
1. The Board of Directors on March 17, 1992 adopted the
following resolutions authorizing a Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of the Preferred Stock:
"RESOLVED that the Board of Directors of The 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
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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:
"(i) to determine whether the Preferred Shares
will be issued in one or more series and the number of
shares of any such series;
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"(ii) to fix the dividend rate or rates of such
shares and/or the methods of determining dividends and the
dates on which dividends shall be payable;
"(iii) to determine whether dividends of any series
of Preferred Shares shall be cumulative or noncumulative and,
if cumulative, the dates from which dividends shall commence
to cumulate;
"(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of the
Preferred Shares, including without limitation, the class and
series of capital stock of the Corporation into which such
shares shall be convertible or exchangeable;
"(v) to determine whether the Corporation shall elect
to offer (a) warrants for such Preferred Shares ("Warrants")
or (b) depositary shares evidenced by depositary receipts,
each representing a fraction (to be determined by the
Preferred Stock Committee) of a share of a particular series
of the Preferred Shares ("Depositary Shares"), which Preferred
Shares will be issued and deposited with a depositary, in each
case, in lieu of offering full shares of such series of the
Preferred Shares;
"(vi) to fix the liquidation preference of the shares
of any series of the Preferred Shares, subject to the
limitation that the aggregate liquidation preference of all
the Preferred Shares issued shall not exceed $800,000,000;
"(vii) to determine whether the shares of any series
of the Preferred Shares shall be subject to redemption,
optional or mandatory or pursuant to a sinking fund, and, if
such series shall be subject to redemption, the redemption
provisions of such series; and
"(viii) to fix or determine any additional dividend,
liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions thereof;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to authorize, approve and take such other
action as is deemed advisable in connection with the issuance of one or
more series of the Preferred Shares, including, without limitation, the
following:
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"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
"(ii) approving the form and substance, and the
execution and delivery, of any underwriting agreement, agency
agreement, placement agreement or other agreement to be
entered into by the Corporation in connection with the
issuance and sale of the Preferred Shares, including, without
limitation, setting the amount of any underwriting discounts
and other items constituting underwriters' compensation and
any discounts and commissions allowed or paid to dealers or
agents;
"(iii) selecting the bank or trust company which will
act as depositary if Depositary Shares are offered and
approving the form and substance, and the execution and
delivery, of any deposit agreement to be entered into by the
Corporation with such depositary; and
"(iv) appointing a registrar and transfer agent for
the registration, transfer and exchange of the Preferred
Shares and appointing a dividend disbursing agent for the
Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the Corporation
with the Secretary of State of the State of Delaware pursuant to
Section 151 of the General Corporation Law of the State of Delaware (a
"Certificate of Designations"); that each such Certificate of
Designations be in such form as is approved by action of the Board of
Directors or the Preferred Stock Committee; and that the proper
officers of the Corporation be and hereby are authorized to execute and
file each such Certificate of Designations pursuant to the General
Corporation Law of the State of Delaware."
2. The Board of Directors on September 15, 1992 adopted the
following resolution authorizing a Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of additional shares of the Preferred Stock:
"RESOLVED that the Board of Directors of The 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
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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 or by proxy, either in writing or by a vote at
a meeting called for the purpose at which the holders of
shares of such series and such other series of Preferred Stock
shall vote together as a single class without regard to
series, shall be necessary for authorizing, effecting or
validating the creation, authorization or issue of any shares
of any class of
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stock of the Corporation ranking prior to the shares of such
series as to dividends or upon liquidation, or the
reclassification of any authorized stock of the Corporation
into any such prior shares, or the creation, authorization or
issue of any obligation or security convertible into or
evidencing the right to purchase any such prior shares; and
"(iii) If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, to
elect two directors of the Corporation to fill such newly
created directorships. Such right shall continue until there
are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock
(a "Preferred Director"), shall continue to serve as such
director for the full term for which he shall have been
elected, notwithstanding that prior to the end of such term a
default in preference dividends shall cease to exist. Any
Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a
single class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of shares of
Preferred Stock, called for the purpose. So long as a default
in any preference dividends on the Preferred Stock shall
exist, (a) any vacancy in the office of a Preferred Director
may be filled (except as provided in the following clause (b))
by an instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by
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two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have
occurred whenever the amount of accrued dividends upon any
series of the Preferred Stock shall be equivalent to six full
quarter-yearly dividends or more, and, having so occurred,
such default shall be deemed to exist thereafter until, but
only until, all accrued dividends on all shares of Preferred
Stock of each and every series then outstanding shall have
been paid to the end of the last preceding dividend period."
4. The Preferred Stock Committee of the Board of Directors on
March 16, 1993, pursuant to the authority conferred upon the Preferred
Stock Committee of the Board of Directors by Section 141(c) of the
General Corporation Law of the State of Delaware, by Section 3.03 of
the By-Laws of the Corporation and by the resolutions of the Board of
Directors set forth above, adopted the following resolution:
"RESOLVED that, pursuant to resolutions of the Board
of Directors of the Corporation adopted on March 17, 1992 and
September 15, 1992, the issue of up to 2,300,000 shares of
7.58% Cumulative Preferred Stock, $100 stated value per share
($1 par value) of the Corporation ranking on a parity with the
series of Preferred Stock of the Corporation designated as the
Corporation's "Adjustable Rate Cumulative Preferred Stock,
Series C", the Corporation's "10-3/4% Cumulative Preferred
Stock", the Corporation's "Adjustable Rate Cumulative
Preferred Stock, Series E", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series F", the Corporation's
"10.96% Preferred Stock", the Corporation's "10% Convertible
Preferred Stock", the Corporation's "8-3/8% Preferred Stock"
and the Corporation's "7.92% Cumulative Preferred Stock" is
hereby authorized and the designation, preferences and
privileges, relative, participating, optional and other
special rights, and qualifications, limitations and
restrictions of all 2,300,000 shares of this Series, in
addition to those set forth in the Certificate of
Incorporation of the Corporation and, with respect to voting
rights, in the resolutions of the Board of Directors of the
Corporation adopted on March 17, 1992 and September 15, 1992,
are hereby fixed as follows:
"1. Designation. The designation of this Series shall
be 7.58% Cumulative Preferred Stock (hereinafter referred to
as the "Series") and the number of shares constituting this
Series shall be 2,300,000. Shares of this Series shall have a
stated value of $100. The number of authorized shares of this
Series may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation or the Preferred
Stock Committee of the Board of Directors and by the filing
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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.
"(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
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cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on this Series for
all Dividend Periods terminating on or prior to the date of
payment of such full cumulative dividends. When dividends are
not paid in full, as aforesaid, upon the shares of this Series
and any other series of Preferred Stock ranking on a parity as
to dividends with this Series, all dividends declared upon
shares of this Series and any other series of Preferred Stock
ranking on a parity as to dividends with this Series shall be
declared pro rata so that the amount of dividends declared per
share on this Series and such other Preferred Stock shall in
all cases bear to each other the same ratio that accrued and
unpaid dividends per share on the shares of this Series and
such other Preferred Stock bear to each other. Holders of
shares of this Series shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on this
Series which may be in arrears.
"(d) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock or in any other stock ranking junior to this Series as
to dividends and upon liquidation and other than as provided
in paragraph (c) of this Section 2) shall be declared or paid
or set aside for payment or other distribution declared or
made upon the Common Stock or upon any other stock ranking
junior to or on a parity with this Series as to dividends or
upon liquidation, nor shall any Common Stock or any other
stock of the Corporation ranking junior to or on a parity with
this Series as to dividends or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the
Corporation ranking junior to this Series as to dividends and
upon liquidation) unless, in each case, the full cumulative
dividends on all outstanding shares of this Series shall have
been paid or declared and set aside for payment for all past
Dividend Periods.
"3. Redemption. (a) The shares of this Series
are not redeemable prior to April 1, 1998. The
Corporation, at its option, may redeem shares of this
Series, as a whole or in part, at any time or from time
to time on or after April 1, 1998, at a redemption
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price of $100 per share plus accrued and unpaid dividends
thereon to the date fixed for redemption.
"(b) In the event that fewer than all the outstanding
shares of this Series are to be redeemed, the number of shares
to be redeemed shall be determined by the Board of Directors
of the Corporation or the Preferred Stock Committee of the
Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the
Board of Directors of the Corporation or the Preferred Stock
Committee of the Board of Directors or by any other method as
may be determined by the Board of Directors of the Corporation
or the Preferred Stock Committee of the Board of Directors in
its sole discretion to be equitable, provided that such method
satisfies any applicable requirements of any securities
exchange on which this Series is listed.
"(c) In the event the Corporation shall redeem shares
of this Series, notice of such redemption shall be given by
first class mail, postage prepaid, mailed not less than 30 or
more than 60 days prior to the redemption date, to each holder
of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the
Corporation. Each such notice shall state: (i) the redemption
date; (ii) the number of shares of this Series to be redeemed
and, if fewer than all the shares held by such holder are to
be redeemed, the number of such shares to be redeemed from
such holder; (iii) the redemption price; (iv) the place or
places where certificates for such shares are to be
surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on
the redemption date.
"(d) Notice having been mailed as aforesaid, from and
after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the
redemption price) dividends on the shares of this Series so
called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except
the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said
notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors shall so require and the notice
shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. In case fewer
than all the shares represented by any such certificate are
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redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.
"(e) Any shares of this Series which shall at any
time have been redeemed shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once
more designated as part of a particular series by the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors.
"(f) Notwithstanding the foregoing provisions of this
Section 3, if any dividends on this Series are in arrears, no
shares of this Series shall be redeemed unless all outstanding
shares of this Series are simultaneously redeemed, and the
Corporation shall not purchase or otherwise acquire any shares
of this Series; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of this
Series pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of this
Series.
"4. Conversion. The holders of shares of this
Series shall not have any rights to convert such shares
into shares of any other class or series of capital
stock of the Corporation.
"5. Liquidation Rights. (a) Upon the voluntary or
involuntary dissolution, liquidation or winding up of the
Corporation, the holders of the shares of this Series shall be
entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders,
before any payment or distribution shall be made on the Common
Stock or on any other class of stock ranking junior to this
Series upon liquidation, the amount of $100 per share, plus
accrued and unpaid dividends thereon.
"(b) After the payment to the holders of the shares
of this Series of the full preferential amounts provided for
in this Section 5, the holders of this Series as such shall
have no right or claim to any of the remaining assets of the
Corporation.
"(c) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the Corporation,
the amounts payable with respect to the stated value of the
shares of this Series and any other shares of stock of the
Corporation ranking as to any such distribution on a parity
with the shares of this Series are not paid in full, the
holders of the shares
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of this Series and of such other shares will share ratably in
any such distribution of assets of the Corporation in
proportion to the full respective stated values to which they
are entitled.
"(d) Neither the sale of all or substantially all the
property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other
corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to
be a dissolution, liquidation, or winding up, voluntary or
involuntary, for the purposes of this Section 5.
"(e) Upon the dissolution, liquidation or winding up
of the Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of the assets of
the Corporation available for distribution to its stockholders
all amounts to which such holders are entitled pursuant to
paragraph (a) of this Section 5 before any payment shall be
made to the holder of any class of capital stock of the
Corporation ranking junior to this Series upon liquidation.
"6. Ranking. For purposes of this resolution,
any stock of any class or classes of the Corporation
shall be deemed to rank:
"(a) prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or
classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, in preference or
priority to the holders of shares of this Series;
"(b) on a parity with shares of this Series, either
as to dividends or upon liquidation, whether or not the
dividend rates, dividend payment dates or redemption or
liquidation prices per share or sinking fund provisions, if
any, be different from those of this Series, if the holders of
such shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, without preference
or priority, one over the other, as between the holders of
such stock and the holders of shares of this Series; and
"(c) junior to shares of this Series, either as to
dividends or upon liquidation, if such class shall be Common
Stock or if the holders of shares of this Series shall be
entitled to receipt of dividends or of amounts distributable
upon dissolution, liquidation or
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winding up of the Corporation, as the case may be, in
preference or priority to the holders of shares of such
class or classes.
"7. Voting Rights. The shares of this Series
shall have the voting rights set forth in the
resolutions of the Board of Directors of the
Corporation adopted on March 17, 1992."
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<PAGE> 73
Appendix F
CERTIFICATE OF DESIGNATIONS
OF
7-1/2% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were duly adopted by the Board of
Directors of the Corporation on March 17, 1992 and September 15, 1992, and by
the Preferred Stock Committee of the Board of Directors on March 16, 1993,
respectively, pursuant to authority conferred upon the Board of Directors by the
provisions of the Certificate of Incorporation of the Corporation which
authorize the issuance of up to 200,000,000 shares of preferred stock, $1 par
value (the "Preferred Stock"), and pursuant to authority conferred upon the
Preferred Stock Committee of the Board of Directors by Section 141(c) of the
General Corporation Law of the State of Delaware, by the By-Laws of the
Corporation and by the resolutions of the Board of Directors adopted at meetings
duly convened and held on March 17, 1992 and September 15, 1992:
1. The Board of Directors on March 17, 1992 adopted the
following resolutions authorizing a Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of the Preferred Stock:
"RESOLVED that the Board of Directors of The 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");
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"RESOLVED that the Board of Directors deems it in the best
interests of the Corporation to delegate to the Preferred Stock
Committee those powers and duties set forth below;
"RESOLVED that the Preferred Stock Committee may, without the
further action of the Board of Directors, from time to time authorize
the issuance and sale from time to time of one or more series of
Preferred Shares for cash or other property, as shall be determined by
the Preferred Stock Committee, subject to the limitations above, and
any such Preferred Shares may be sold through agents, through
underwriters, through dealers and directly to purchasers, in one or
more offerings registered under the Securities Act of 1933 (the "Act")
or in transactions not required to be registered under the Act, all as
shall be determined by the Preferred Stock Committee; and any such
issuance and sale of Preferred Shares, including the issuance from time
to time of any warrants for such Preferred Shares, common or preferred
stock of the Corporation into which any series of Preferred Shares may
be convertible or exchangeable and the issuance and sale from time to
time of Depositary Shares (as hereinafter defined; it being intended
that, unless the context shall otherwise require, when used in these
resolutions the term "Preferred Shares" shall also include any warrants
or Depositary Shares related thereto) related to the Preferred Shares,
be and hereby is authorized and approved;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to act on behalf and in the stead of the Board
of Directors in connection with the issuance of one or more series of
the Preferred Shares and any common or preferred stock into which such
Preferred Shares may be convertible or exchangeable and, in connection
therewith, is hereby authorized, to the fullest extent permitted by the
Delaware General Corporation Law as it now exists or is hereafter
amended, to determine the price at which the Preferred Shares of each
such series will be sold by the Corporation, to declare dividends
payable on the Preferred Shares, to reserve for issuance on the books
of the Corporation or otherwise a sufficient number of shares of any
common or preferred stock of the Corporation into which any series of
the Preferred Shares may be convertible or exchangeable and to
determine the designation, preferences and privileges, the relative,
participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof;
"RESOLVED that, without limiting the generality of the
preceding resolution, the Preferred Stock Committee is hereby expressly
authorized:
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"(i) to determine whether the Preferred Shares
will be issued in one or more series and the number of
shares of any such series;
"(ii) to fix the dividend rate or rates of such
shares and/or the methods of determining dividends and the
dates on which dividends shall be payable;
"(iii) to determine whether dividends of any series
of Preferred Shares shall be cumulative or noncumulative and,
if cumulative, the dates from which dividends shall commence
to cumulate;
"(iv) to determine the conversion or exchange
provisions, if any, of the shares of any series of the
Preferred Shares, including without limitation, the class and
series of capital stock of the Corporation into which such
shares shall be convertible or exchangeable;
"(v) to determine whether the Corporation shall elect
to offer (a) warrants for such Preferred Shares ("Warrants")
or (b) depositary shares evidenced by depositary receipts,
each representing a fraction (to be determined by the
Preferred Stock Committee) of a share of a particular series
of the Preferred Shares ("Depositary Shares"), which Preferred
Shares will be issued and deposited with a depositary, in each
case, in lieu of offering full shares of such series of the
Preferred Shares;
"(vi) to fix the liquidation preference of the shares
of any series of the Preferred Shares, subject to the
limitation that the aggregate liquidation preference of all
the Preferred Shares issued shall not exceed $800,000,000;
"(vii) to determine whether the shares of any series
of the Preferred Shares shall be subject to redemption,
optional or mandatory or pursuant to a sinking fund, and, if
such series shall be subject to redemption, the redemption
provisions of such series; and
"(viii) to fix or determine any additional dividend,
liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions thereof;
"RESOLVED that the Preferred Stock Committee be and hereby is
authorized and empowered to authorize, approve and take such other
action as is deemed advisable in connection with the issuance of one or
more series of the Preferred Shares, including, without limitation, the
following:
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"(i) selecting the underwriters, dealers and
agents, if any, to or through which the Preferred
Shares will be sold and offered;
"(ii) approving the form and substance, and the
execution and delivery, of any underwriting agreement, agency
agreement, placement agreement or other agreement to be
entered into by the Corporation in connection with the
issuance and sale of the Preferred Shares, including, without
limitation, setting the amount of any underwriting discounts
and other items constituting underwriters' compensation and
any discounts and commissions allowed or paid to dealers or
agents;
"(iii) selecting the bank or trust company which will
act as depositary if Depositary Shares are offered and
approving the form and substance, and the execution and
delivery, of any deposit agreement to be entered into by the
Corporation with such depositary; and
"(iv) appointing a registrar and transfer agent for
the registration, transfer and exchange of the Preferred
Shares and appointing a dividend disbursing agent for the
Preferred Shares;
"RESOLVED that for each series of Preferred Shares a
certificate shall be prepared and filed on behalf of the Corporation
with the Secretary of State of the State of Delaware pursuant to
Section 151 of the General Corporation Law of the State of Delaware (a
"Certificate of Designations"); that each such Certificate of
Designations be in such form as is approved by action of the Board of
Directors or the Preferred Stock Committee; and that the proper
officers of the Corporation be and hereby are authorized to execute and
file each such Certificate of Designations pursuant to the General
Corporation Law of the State of Delaware."
2. The Board of Directors on September 15, 1992 adopted the
following resolution authorizing a Preferred Stock Committee of the Board of
Directors to act on behalf of the Board of Directors in connection with the
issuance of additional shares of the Preferred Stock:
"RESOLVED that the Board of Directors of The 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
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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 or by proxy, either in writing or by a vote at
a meeting called for the purpose at which the holders of
shares of such series and such other series of Preferred Stock
shall vote together as a single class without regard to
series, shall be necessary for authorizing, effecting or
validating the creation, authorization or issue of any shares
of any class of
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stock of the Corporation ranking prior to the shares of such
series as to dividends or upon liquidation, or the
reclassification of any authorized stock of the Corporation
into any such prior shares, or the creation, authorization or
issue of any obligation or security convertible into or
evidencing the right to purchase any such prior shares; and
"(iii) If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of Common Stock, to
elect two directors of the Corporation to fill such newly
created directorships. Such right shall continue until there
are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock
(a "Preferred Director"), shall continue to serve as such
director for the full term for which he shall have been
elected, notwithstanding that prior to the end of such term a
default in preference dividends shall cease to exist. Any
Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a
single class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of shares of
Preferred Stock, called for the purpose. So long as a default
in any preference dividends on the Preferred Stock shall
exist, (a) any vacancy in the office of a Preferred Director
may be filled (except as provided in the following clause (b))
by an instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by
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<PAGE> 79
two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have
occurred whenever the amount of accrued dividends upon any
series of the Preferred Stock shall be equivalent to six full
quarter-yearly dividends or more, and, having so occurred,
such default shall be deemed to exist thereafter until, but
only until, all accrued dividends on all shares of Preferred
Stock of each and every series then outstanding shall have
been paid to the end of the last preceding dividend period."
4. The Preferred Stock Committee of the Board of Directors on
May 17, 1993, pursuant to the authority conferred upon the Preferred Stock
Committee of the Board of Directors by Section 141(c) of the General Corporation
Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation
and by the resolutions of the Board of Directors set forth above, adopted the
following resolution:
"RESOLVED that, pursuant to resolutions of the Board of
Directors of the Corporation adopted on March 17, 1992 and September
15, 1992, the issue of up to 2,300,000 shares of 7-1/2% Cumulative
Preferred Stock, $100 stated value per share ($1 par value), of the
Corporation ranking on a parity with the series of Preferred Stock of
the Corporation designated as the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series C", the Corporation's "10-3/4%
Cumulative Preferred Stock", the Corporation's "Adjustable Rate
Cumulative Preferred Stock, Series F", the Corporation's "10.96%
Preferred Stock", the Corporation's "10% Convertible Preferred Stock",
the Corporation's "8-3/8% Preferred Stock", the Corporation's "7.92%
Cumulative Preferred Stock" and the Corporation's "7.58% Cumulative
Preferred Stock" is hereby authorized and the designation, preferences
and privileges, relative, participating, optional and other special
rights, and qualifications, limitations and restrictions of all
2,300,000 shares of this Series, in addition to those set forth in the
Certificate of Incorporation of the Corporation and, with respect to
voting rights, in the resolutions of the Board of Directors of the
Corporation adopted on March 17, 1992 and September 15, 1992, are
hereby fixed as follows:
"1. Designation. The designation of this Series shall
be 7-1/2% Cumulative Preferred Stock (hereinafter referred to
as the "Series") and the number of shares constituting this
Series shall be 2,300,000. Shares of this Series shall have a
stated value of $100. The number of authorized shares of this
Series may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation or the Preferred
Stock Committee of the Board of Directors and by the filing of
a certificate pursuant to the provisions of the General
Corporation Law of the State of Delaware
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<PAGE> 80
stating that such reduction has been so authorized, but the
number of authorized shares of this Series shall not be
increased.
"2. Dividends. (a) Dividends shall be payable on the
shares of this Series: (i) for the period (the "Initial
Dividend Period") from the date of original issue of shares of
this Series to and including June 30, 1993, and (ii) for each
quarterly dividend period thereafter (the Initial Dividend
Period and each quarterly dividend period thereafter being
hereinafter individually referred to as a "Dividend Period"
and collectively referred to as "Dividend Periods"), which
quarterly Dividend Periods shall commence on January 1, April
1, July 1 and October 1 in each year, commencing June 30,
1993, and shall end on and include the day next preceding the
first day of the next Dividend Period, at a rate per annum of
the stated value thereof equal to 7-1/2% (the "Dividend
Rate"). Dividends shall be cumulative from such date of
original issue and shall be payable, when and as declared by
the Board of Directors or by the Preferred Stock Committee of
the Board of Directors, on March 31, June 30, September 30 and
December 31 of each year, commencing on June 30, 1993. Each
such dividend shall be paid to the holders of record of shares
of this Series as they appear on the stock register of the
Corporation on such record date, not exceeding 45 days
preceding the payment date thereof, as shall be fixed by the
Board of Directors of the Corporation or by the Preferred
Stock Committee of the Board of Directors. Dividends on
account of arrears for any past Dividend Periods may be
declared and paid at any time, without reference to any
regular dividend payment date, to holders of record on such
date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the
Corporation or by the Preferred Stock Committee of the Board
of Directors.
"(b) Dividends payable on this Series for any period
greater or less than a full Dividend Period, including the
Initial Dividend Period, shall be computed on the basis of a
360-day year consisting of twelve 30-day months and the actual
number of days elapsed in the period. Dividends payable on
this Series for each full Dividend Period shall be computed by
annualizing the Dividend Rate and dividing by four.
"(c) No full dividends shall be declared or paid or
set apart for payment on the Preferred Stock of any series
ranking, as to dividends, on a parity with or junior to this
Series for any period unless full cumulative dividends have
been or contemporaneously are declared and paid or declared
and a sum sufficient for
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the payment thereof set apart for such payment on this Series
for all Dividend Periods terminating on or prior to the date
of payment of such full cumulative dividends. When dividends
are not paid in full, as aforesaid, upon the shares of this
Series and any other series of Preferred Stock ranking on a
parity as to dividends with this Series, all dividends
declared upon shares of this Series and any other series of
Preferred Stock ranking on a parity as to dividends with this
Series shall be declared pro rata so that the amount of
dividends declared per share on this Series and such other
Preferred Stock shall in all cases bear to each other the same
ratio that accrued and unpaid dividends per share on the
shares of this Series and such other Preferred Stock bear to
each other. Holders of shares of this Series shall not be
entitled to any dividend, whether payable in cash, property or
stock, in excess of full cumulative dividends, as herein
provided, on this Series. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend
payment or payments on this Series which may be in arrears.
"(d) So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock or in any other stock ranking junior to this Series as
to dividends and upon liquidation and other than as provided
in paragraph (c) of this Section 2) shall be declared or paid
or set aside for payment or other distribution declared or
made upon the Common Stock or upon any other stock ranking
junior to or on a parity with this Series as to dividends or
upon liquidation, nor shall any Common Stock or any other
stock of the Corporation ranking junior to or on a parity with
this Series as to dividends or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the
Corporation ranking junior to this Series as to dividends and
upon liquidation) unless, in each case, the full cumulative
dividends on all outstanding shares of this Series shall have
been paid or declared and set aside for payment for all past
Dividend Periods.
"3. Redemption. (a) The shares of this Series are not
redeemable prior to June 1, 1998. The Corporation, at its
option, may redeem shares of this Series, as a whole or in
part, at any time or from time to time, on or after June 1,
1998, at a redemption price of $100 per share plus accrued and
unpaid dividends thereon to the date fixed for redemption.
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"(b) In the event that fewer than all the outstanding
shares of this Series are to be redeemed, the number of shares
to be redeemed shall be determined by the Board of Directors
of the Corporation or the Preferred Stock Committee of the
Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the
Board of Directors of the Corporation or the Preferred Stock
Committee of the Board of Directors or by any other method as
may be determined by the Board of Directors of the Corporation
or the Preferred Stock Committee of the Board of Directors in
its sole discretion to be equitable, provided that such method
satisfies any applicable requirements of any securities
exchange on which this Series is listed.
"(c) In the event the Corporation shall redeem shares
of this Series, notice of such redemption shall be given by
first class mail, postage prepaid, mailed not less than 30 or
more than 60 days prior to the redemption date, to each holder
of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the
Corporation. Each such notice shall state: (i) the redemption
date; (ii) the number of shares of this Series to be redeemed
and, if fewer than all the shares held by such holder are to
be redeemed, the number of such shares to be redeemed from
such holder; (iii) the redemption price; (iv) the place or
places where certificates for such shares are to be
surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on
the redemption date.
"(d) Notice having been mailed as aforesaid, from and
after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the
redemption price) dividends on the shares of this Series so
called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except
the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said
notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors shall so require and the notice
shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. In case fewer
than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.
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"(e) Any shares of this Series which shall at any
time have been redeemed shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once
more designated as part of a particular series by the Board of
Directors of the Corporation or the Preferred Stock Committee
of the Board of Directors.
"(f) Notwithstanding the foregoing provisions of this
Section 3, if any dividends on this Series are in arrears, no
shares of this Series shall be redeemed unless all outstanding
shares of this Series are simultaneously redeemed, and the
Corporation shall not purchase or otherwise acquire any shares
of this Series; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of this
Series pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of this
Series.
"4. Conversion. The holders of shares of this
Series shall not have any rights to convert such shares
into shares of any other class or series of capital
stock of the Corporation.
"5. Liquidation Rights. (a) Upon the voluntary or
involuntary dissolution, liquidation or winding up of the
Corporation, the holders of the shares of this Series shall be
entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders,
before any payment or distribution shall be made on the Common
Stock or on any other class of stock ranking junior to this
Series upon liquidation, the amount of $100 per share, plus
accrued and unpaid dividends thereon.
"(b) After the payment to the holders of the shares
of this Series of the full preferential amounts provided for
in this Section 5, the holders of this Series as such shall
have no right or claim to any of the remaining assets of the
Corporation.
"(c) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the Corporation,
the amounts payable with respect to the stated value of the
shares of this Series and any other shares of stock of the
Corporation ranking as to any such distribution on a parity
with the shares of this Series are not paid in full, the
holders of the shares of this Series and of such other shares
will share ratably in any such distribution of assets of the
Corporation in proportion to the full respective stated values
to which they are entitled.
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"(d) Neither the sale of all or substantially all the
property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other
corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to
be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Section 5.
"(e) Upon the dissolution, liquidation or winding up
of the Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of the assets of
the Corporation available for distribution to its stockholders
all amounts to which such holders are entitled pursuant to
paragraph (a) of this Section 5 before any payment shall be
made to the holder of any class of capital stock of the
Corporation ranking junior to this Series upon liquidation.
"6. Ranking. For purposes of this resolution,
any stock of any class or classes of the Corporation shall
be deemed to rank:
"(a) prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or
classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, in preference or
priority to the holders of shares of this Series;
"(b) on a parity with shares of this Series, either
as to dividends or upon liquidation, whether or not the
dividend rates, dividend payment dates or redemption or
liquidation prices per share or sinking fund provisions, if
any, be different from those of this Series, if the holders of
such stock shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, without preference
or priority, one over the other, as between the holders of
such stock and the holders of shares of this Series; and
"(c) junior to shares of this Series, either as to
dividends or upon liquidation, if such class shall be Common
Stock or if the holders of shares of this Series shall be
entitled to receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to
the holders of shares of such class or classes.
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"7. Voting Rights. The shares of this Series
shall have the voting rights set forth in the
resolutions of the Board of Directors of the
Corporation adopted on March 17, 1992."
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Appendix G
CERTIFICATE OF DESIGNATIONS
OF
10-1/2% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on March __, 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 then outstanding
share of common stock, par value $2.00 per share, of Chase ("Chase
Common Stock"), other than shares
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which would be cancelled and retired and cease to exist as a result of
the Merger, would be converted into 1.04 fully paid and nonassessable
shares of common stock, par value $1.00 per share, of the Corporation
("Common Stock"), which shares would, pursuant to the Rights Agreement,
dated as of April 13, 1989 (as amended, the "Rights Agreement"),
between the Corporation and Chemical Bank, as Rights Agent, be
accompanied by a corresponding number of Chemical Rights (as defined in
the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the
Merger) of Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08%
Series J; Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32%
Series L; Preferred Stock, 8.40% Series M; and Preferred Stock,
Adjustable Rate Series N of Chase would be converted into one share of
a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger
Agreement, in each case having terms substantially identical to the
terms of the series of preferred stock of Chase being so converted
(such Preferred Stock of the Corporation to be so issued being
hereinafter referred to as the "Merger Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with
respect to each series of Merger Preferred Stock (collectively, the
"Certificates of Designations"), the issuance of such shares of Merger
Preferred Stock in accordance with the terms of the Merger Agreement
be, and it hereby is, authorized and, upon such issuance, such shares
of Merger Preferred Stock shall be validly issued, fully paid and
nonassessable and free of preemptive rights; and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with
the Merger shall be as follows: up to 5,600,000 shares upon conversion
of Chase's Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares
upon conversion of Chase's Preferred Stock, 9.76% Series H; up to
8,000,000 shares upon conversion of Chase's Preferred Stock, 10.84%
Series I; up to 6,000,000 shares upon conversion of Chase's Preferred
Stock, 9.08% Series J; up to 6,800,000 shares upon conversion of
Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares upon
conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and
up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially
identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with
respect to, the respective series of preferred stock of Chase to be
converted into such series of Merger Preferred Stock pursuant to the
Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the
limits specified in the foregoing resolutions, the form, terms and
provisions of each Certificate of Designations and to take such other
actions as such committee deems necessary or desirable to effect the
issuance of the Merger Preferred Stock in accordance with these
resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred
Stock"), of the Corporation to be issued in connection with the merger
of The Chase Manhattan Corporation ("Chase") with and into the
Corporation, upon the conversion of the Preferred Stock, 10-1/2% Series
G; Preferred Stock, 9.76% Series H; Preferred Stock, 10.84% Series I;
Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2% Series K;
Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase, shall be modified
to provide that the shares of such series shall not have any voting
powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series, to
the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation to
fill such newly created directorships. Such right shall continue until
there are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been
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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 holders of shares entitled to cast at least
two-thirds of
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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 __, 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", "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",
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"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 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
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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
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
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(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 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
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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
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as a class without regard to series, the holders of shares of
this series being entitled to cast one vote per share thereon,
the Corporation may not: (a) create any class or series of
stock which shall have preference as to dividends or
distribution of assets over any outstanding series of the
Preferred Stock other than a series which shall not have any
right to object to such creation or (b) alter or change the
provisions of the Corporation's Certificate of Incorporation,
as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred
Stock; provided, however, that if such creation or such
alteration or change would adversely affect the voting power,
preferences or special rights of one or more, but not all,
series of Preferred Stock at the time outstanding, consent of
the holders of shares entitled to cast at least two-thirds of
the votes entitled to be cast by the holders of all of the
shares of all such series so affected, voting as a class,
shall be required in lieu of the consent of the holders of
shares entitled to cast at least two-thirds of the votes
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
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any other corporation, or the sale of substantially all the
assets of the Corporation in consideration for the issuance of
equity securities of another corporation, shall not be
regarded as a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 7, but only if
such consolidation, merger or sale of assets shall not in any
way impair the voting power, preferences or special rights of
the 10-1/2% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock.
So long as any 10-1/2% Preferred Stock shall be outstanding,
the Corporation shall not declare any dividends on the Common
Stock of the Corporation or any other stock of the Corporation
ranking as to dividends or distributions of assets junior to
the 10-1/2% Preferred Stock (the Common Stock and any such
other stock being herein referred to as "Junior Stock"), or
make any payment on account of, or set apart money for, a
sinking or other analogous fund for the purchase, redemption
or other retirement of any shares of Junior Stock, or make any
distribution in respect thereof, whether in cash or property
or in obligations or stock of the Corporation, other than
Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"),
unless all of the conditions set forth in the following
subsections A and B shall exist at the date of such
declaration in the case of any such dividend, or the date of
such setting apart in the case of any such fund, or the date
of such payment or distribution in the case of any other
Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix H
CERTIFICATE OF DESIGNATIONS
OF
9.76% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on March __, 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 then outstanding
share of common stock, par value $2.00 per
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share, of Chase ("Chase Common Stock"), other than shares which would
be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of
common stock, par value $1.00 per share, of the Corporation ("Common
Stock"), which shares would, pursuant to the Rights Agreement, dated as
of April 13, 1989 (as amended, the "Rights Agreement"), between the
Corporation and Chemical Bank, as Rights Agent, be accompanied by a
corresponding number of Chemical Rights (as defined in the Merger
Agreement), and (iii) each share (other than shares which would be
cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H;
Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L;
Preferred Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate
Series N of Chase would be converted into one share of a series of
preferred stock, par value $1.00 per share, of the Corporation
("Preferred Stock"), as provided for in the Merger Agreement, in each
case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of
the Corporation to be so issued being hereinafter referred to as the
"Merger Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with
respect to each series of Merger Preferred Stock (collectively, the
"Certificates of Designations"), the issuance of such shares of Merger
Preferred Stock in accordance with the terms of the Merger Agreement
be, and it hereby is, authorized and, upon such issuance, such shares
of Merger Preferred Stock shall be validly issued, fully paid and
nonassessable and free of preemptive rights; and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with
the Merger shall be as follows: up to 5,600,000 shares upon conversion
of Chase's Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares
upon conversion of Chase's Preferred Stock, 9.76% Series H; up to
8,000,000 shares upon conversion of Chase's Preferred Stock, 10.84%
Series I; up to 6,000,000 shares upon conversion of Chase's Preferred
Stock, 9.08% Series J; up to 6,800,000 shares upon conversion of
Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares upon
conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and
up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially
identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with
respect to, the respective series of preferred stock of Chase to be
converted into such series of Merger Preferred Stock pursuant to the
Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the
limits specified in the foregoing resolutions, the form, terms and
provisions of each Certificate of Designations and to take such other
actions as such committee deems necessary or desirable to effect the
issuance of the Merger Preferred Stock in accordance with these
resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock
authorized by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred
Stock"), of the Corporation to be issued in connection with the merger
of The Chase Manhattan Corporation ("Chase") with and into the
Corporation, upon the conversion of the Preferred Stock, 10-1/2% Series
G; Preferred Stock, 9.76% Series H; Preferred Stock, 10.84% Series I;
Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2% Series K;
Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase, shall be modified
to provide that the shares of such series shall not have any voting
powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series, to
the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation to
fill such newly created directorships. Such right shall continue until
there are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been
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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 holders of shares entitled to cast at least
two-thirds of
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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 __, 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% Cumulative Preferred
Stock", "8.32% Cumulative Preferred Stock", "8.40% Cumulative Preferred
Stock", and "Adjustable Rate Cumulative Preferred Stock, Series N".
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2. Dividends. The annual dividend rate of the 9.76% Preferred
Stock shall be $2.44 on each outstanding share of such stock, and no
more. Dividends shall be payable on the shares of the 9.76% Preferred
Stock, when and as declared by the Board of Directors, for the Initial
Dividend Period (as defined below) and each quarterly dividend period
(a "Quarterly Dividend Period") thereafter (the Initial Dividend Period
and each such subsequent Quarterly Dividend Period being hereinafter
referred to as a "Dividend Period" and collectively referred to as
"Dividend Periods"), which Quarterly Dividend Periods shall commence on
March 31, June 30, September 30 and December 31 in each year,
commencing with the first such date to occur after the effective time
of the merger of The Chase Manhattan Corporation ("Chase") with and
into the Corporation (the "Effective Time"), and shall end on and
include the day next preceding the first day of the next Quarterly
Dividend Period. The Initial Dividend Period is the period commencing
on the most recent date next preceding the Effective Time on which a
dividend was paid on the Preferred Stock, 9.76% Series H of Chase (the
"Chase 9.76% Preferred Stock") (or commencing on the date of the
Effective Time if such date was such a dividend payment date) and shall
end on and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 9.76% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in the
preceding sentence. Dividends shall be cumulative from the date on
which the Initial Dividend Period commences and shall be payable, when
and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 9.76%
Preferred Stock as they appear on the stock register of the Corporation
on such record date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the
Corporation. Dividends on account of arrears for any past dividend
periods may be declared and paid at any time, without reference to any
quarterly dividend payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date thereof, as may be fixed
by the Board of Directors of the Corporation. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 9.76% Preferred Stock, the
Corporation, in making any dividend payment on account of arrears on
the 9.76% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 9.76%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of dividends
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in arrears upon all such outstanding shares of 9.76% Preferred Stock
and such other series of Preferred Stock to the date of such dividend
payment. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in
arrears. Dividends payable on the 9.76% Preferred Stock for any period
less than a full quarter (after the initial dividend period) shall be
computed on the basis of a 360 day year.
3. Redemption. On or after September 30, 1999, the
Corporation, at its option, may redeem shares of the 9.76% Preferred
Stock, as a whole or in part, at any time or from time to time at a
redemption price of $25 per share plus accrued and unpaid dividends
thereon to the date fixed for redemption.
In the event the Corporation shall redeem shares of 9.76%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of 9.76% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. Notice having
been mailed as aforesaid, from and after the redemption date (unless
default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of the 9.76%
Preferred Stock so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the Corporation (except the
right to receive from the Corporation the redemption price) shall
cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned
for transfer, if the Board of Directors of the Corporation or any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
9.76% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 9.76%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
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In no event shall the Corporation redeem less than all the
outstanding shares of 9.76% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 9.76% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 9.76% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 9.76% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 9.76% Preferred Stock.
4. Shares to be Retired. All shares of 9.76% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 9.76% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 9.76%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 9.76% Preferred Stock shall
not have any voting powers either general or special, except that:
If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except
by,
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the vote of the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any preference
dividends on the Preferred Stock shall exist, (a) any vacancy
in the office of a Preferred Director may be filled (except as
provided in the following clause (b)) by an instrument in
writing signed by the remaining Preferred Director and filed
with the Corporation and (b) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of
the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at
the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred
Director shall be deemed, for all purposes hereof, to be a
Preferred Director. Whenever the term of office of the
Preferred Directors shall end and a default in preference
dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes hereof, a "default in
preference dividends" on the Preferred Stock shall be deemed
to have occurred whenever the amount of accrued dividends upon
any series of the Preferred Stock shall be equivalent to six
full quarter-yearly dividends or more, and, having so
occurred, such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on all shares of
Preferred Stock of each and every series then outstanding
shall have been paid to the end of the last preceding dividend
period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the
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holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of all of the shares
of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of the total number of shares of
Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 9.76% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 9.76%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 9.76% Preferred Stock and any other shares
of stock of the Corporation ranking as to any such distribution on a
parity with the 9.76% Preferred Stock are not paid in full, the holders
of the 9.76% Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 9.76% Preferred Stock
of the full preferential amounts provided for in this Section 7, the
holders of the 9.76% Preferred Stock shall be entitled to no further
participation in any distribution of assets by the Corporation. The
consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 9.76% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 9.76% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 9.76% Preferred Stock (the Common Stock and any such other stock
being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, a sinking or other analogous fund
for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any
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distribution in respect thereof, whether in cash or property or in
obligations or stock of the Corporation, other than Junior Stock (such
dividends, payments, setting apart and distributions being herein
called "Junior Stock Payments"), unless all of the conditions set forth
in the following subsections A and B shall exist at the date of such
declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment
or distribution in the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix I
CERTIFICATE OF DESIGNATIONS
OF
10.84% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of
Directors by unanimous written consent executed on March __, 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
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock,
8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series
M; and Preferred Stock, Adjustable Rate Series N of Chase would be converted
into one share of a series of preferred stock, par value $1.00 per share, of
the Corporation ("Preferred Stock"), as provided for in the Merger Agreement,
in each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with respect to
each series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's
Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of
Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion
of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon
conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares
upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000
shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to
6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M;
and up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially
identical to the voting powers, preferences and special rights applicable to,
and specified in the certificate of designations with respect to, the
respective series of preferred stock of Chase to be converted into such series
of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock
authorized by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"),
of the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series,
to the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation
to fill such newly created directorships. Such right shall continue
until there are no dividends in arrears upon the Preferred Stock.
Each director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that
prior to the end of such term a default in preference dividends shall
cease to exist. Any Preferred Director may be removed by, and shall
not be
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removed except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a single
class without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock, called
for the purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (a) any vacancy in the office of a
Preferred Director may be filled (except as provided in the following
clause (b)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (b) in the case
of the removal of any Preferred Director, the vacancy may be filled by
the vote of the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at the
same meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining Preferred Director shall be
deemed, for all purposes hereof, to be a Preferred Director. Whenever
the term of office of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall be
reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly
dividends or more, and, having so occurred, such default shall be
deemed to exist thereafter until, but only until, all accrued
dividends on all shares of Preferred Stock of each and every series
then outstanding shall have been paid to the end of the last preceding
dividend period; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or (b) alter
or change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of
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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 __, 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
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
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by the Board of Directors, for the Initial Dividend Period (as defined
below) and each quarterly dividend period (a "Quarterly Dividend
Period") thereafter (the Initial Dividend Period and each such
subsequent Quarterly Dividend Period being hereinafter referred to as
a "Dividend Period" and collectively referred to as "Dividend
Periods"), which Quarterly Dividend Periods shall commence on March
31, June 30, September 30 and December 31 in each year, commencing
with the first such date to occur after the effective time of the
merger of The Chase Manhattan Corporation ("Chase") with and into the
Corporation (the "Effective Time"), and shall end on and include the
day next preceding the first day of the next Quarterly Dividend
Period. The Initial Dividend Period is the period commencing on the
most recent date next preceding the Effective Time on which a dividend
was paid on the Preferred Stock, 10.84% Series I of Chase (the "Chase
10.84% Preferred Stock") (or commencing on the date of the Effective
Time if such date was such a dividend payment date) and shall end on
and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 10.84% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in
the preceding sentence. Dividends shall be cumulative from the date
on which the Initial Dividend Period commences and shall be payable,
when and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 10.84%
Preferred Stock as they appear on the stock register of the
Corporation on such record date, not exceeding 30 days preceding the
payment date thereof, as shall be fixed by the Board of Directors of
the Corporation. Dividends on account of arrears for any past
dividend periods may be declared and paid at any time, without
reference to any quarterly dividend payment date, to holders of record
on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the Corporation.
In the event that there shall be outstanding shares of any other
series of Preferred Stock ranking on a parity as to dividends with the
10.84% Preferred Stock, the Corporation, in making any dividend
payment on account of arrears on the 10.84% Preferred Stock or such
other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of 10.84% Preferred Stock and such other series of
Preferred Stock in proportion to the respective amounts of 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
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respect of any dividend payment or payments which may be in arrears.
Dividends payable on the 10.84% Preferred Stock for any period less
than a full quarter (after the initial dividend period) shall be
computed on the basis of a 360 day year.
3. Redemption. On or after June 30, 2001, the Corporation,
at its option, may redeem shares of the 10.84% Preferred Stock, as a
whole or in part, at any time or from time to time at a redemption
price of $25 per share plus accrued and unpaid dividends thereon to
the date fixed for redemption.
In the event the Corporation shall redeem shares of 10.84%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of 10.84% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment
of the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. Notice having
been mailed as aforesaid, from and after the redemption date (unless
default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of the 10.84%
Preferred Stock so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation or
any duly authorized committee thereof shall so require and the notice
shall so state), such shares shall be redeemed by the Corporation at
the redemption price aforesaid. If less than all the outstanding
shares of 10.84% Preferred Stock are to be redeemed, shares to be
redeemed shall be selected by the Corporation from outstanding shares
of 10.84% Preferred Stock not previously called for redemption by lot
or pro rata (as nearly as may be) or by any other method determined by
the Corporation in its sole discretion to be equitable.
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
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otherwise acquire any shares of 10.84% Preferred Stock unless full
cumulative dividends shall have been paid or declared and set apart
for payment upon all outstanding shares of 10.84% Preferred Stock for
all past Dividend Periods; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of 10.84% Preferred
Stock pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of 10.84% Preferred Stock.
4. Shares to be Retired. All shares of 10.84% Preferred
Stock redeemed or purchased by the Corporation shall be retired and
cancelled and shall be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to series,
and may thereafter be issued, but not as shares of 10.84% Preferred
Stock.
5. Conversion or Exchange. The holders of shares of 10.84%
Preferred Stock shall not have any rights herein to convert such
shares into or exchange such shares for shares of any other class or
classes or of any other series of any class or classes of capital
stock of the Corporation.
6. Voting. The shares of 10.84% Preferred Stock shall not
have any voting powers either general or special, except that:
If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except
by, the vote of the holders of record of the outstanding
shares of Preferred Stock, voting together as a single class
without regard to series, at a meeting of the
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Corporation's stockholders, or of the holders of shares of
Preferred Stock, called for the purpose. So long as a default
in any preference dividends on the Preferred Stock shall
exist, (a) any vacancy in the office of a Preferred Director
may be filled (except as provided in the following clause (b))
by an instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by two. For the purposes hereof,
a "default in preference dividends" on the Preferred Stock
shall be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last
preceding dividend period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected,
voting as
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a class, shall be required in lieu of the consent of the
holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of the total number
of shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 10.84% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 10.84%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 10.84% Preferred Stock and any other
shares of stock of the Corporation ranking as to any such distribution
on a parity with the 10.84% Preferred Stock are not paid in full, the
holders of the 10.84% Preferred Stock and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 10.84% Preferred
Stock of the full preferential amounts provided for in this Section 7,
the holders of the 10.84% Preferred Stock shall be entitled to no
further participation in any distribution of assets by the
Corporation. The consolidation or merger of the Corporation with or
into any other corporation, or the sale of substantially all the
assets of the Corporation in consideration for the issuance of equity
securities of another corporation, shall not be regarded as a
liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 7, but only if such consolidation, merger or
sale of assets shall not in any way impair the voting power,
preferences or special rights of the 10.84% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long
as any 10.84% Preferred Stock shall be outstanding, the Corporation
shall not declare any dividends on the Common Stock or any other stock
of the Corporation ranking as to dividends or distributions of assets
junior to the 10.84% Preferred Stock (the Common Stock and any such
other stock being herein referred to as "Junior Stock"), or make any
payment on account of, or set apart money for, a sinking or other
analogous fund for the purchase, redemption or 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
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Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such
dividend, or the date of such setting apart in the case of any such
fund, or the date of such payment or distribution in the case of any
other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix J
CERTIFICATE OF DESIGNATIONS
OF
9.08% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of Directors
by unanimous written consent executed on March __, 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
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and conditions of the Merger Agreement, (ii) each then outstanding share of
common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other
than shares which would be cancelled and retired and cease to exist as a result
of the Merger, would be converted into 1.04 fully paid and nonassessable shares
of common stock, par value $1.00 per share, of the Corporation ("Common Stock"),
which shares would, pursuant to the Rights Agreement, dated as of April 13, 1989
(as amended, the "Rights Agreement"), between the Corporation and Chemical Bank,
as Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2%
Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and
Preferred Stock, Adjustable Rate Series N of Chase would be converted into one
share of a series of preferred stock, par value $1.00 per share, of the
Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in
each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred
Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's
Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of
Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion
of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon
conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares
upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000
shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to
9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate
Series N; and further
"RESOLVED, that the voting powers, preferences and
special rights of each series of Merger Preferred Stock shall be
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substantially identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with respect to,
the respective series of preferred stock of Chase to be converted into such
series of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock authorized
by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series, to
the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation to
fill such newly created directorships. Such right shall continue until
there are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that
prior to the end of such term a default in preference dividends shall
cease to exist. Any Preferred Director may be removed by, and shall not
be removed except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a
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single class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of shares of Preferred
Stock, called for the purpose. So long as a default in any preference
dividends on the Preferred Stock shall exist, (a) any vacancy in the
office of a Preferred Director may be filled (except as provided in the
following clause (b)) by an instrument in writing signed by the
remaining Preferred Director and filed with the Corporation and (b) in
the case of the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without regard to
series, at the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred Director
shall be deemed, for all purposes hereof, to be a Preferred Director.
Whenever the term of office of the Preferred Directors shall end and a
default in preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly
dividends or more, and, having so occurred, such default shall be
deemed to exist thereafter until, but only until, all accrued dividends
on all shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last preceding
dividend period; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to
cast at least two-thirds of the votes
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entitled to be cast by the holders of the total number of
shares of Preferred Stock at the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
March __, 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 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
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defined below) and each quarterly dividend period (a "Quarterly
Dividend Period") thereafter (the Initial Dividend Period and each such
subsequent Quarterly Dividend Period being hereinafter referred to as a
"Dividend Period" and collectively referred to as "Dividend Periods"),
which Quarterly Dividend Periods shall commence on March 31, June 30,
September 30 and December 31 in each year, commencing with the first
such date to occur after the effective time of the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation (the
"Effective Time"), and shall end on and include the day next preceding
the first day of the next Quarterly Dividend Period. The Initial
Dividend Period is the period commencing on the most recent date next
preceding the Effective Time on which a dividend was paid on the
Preferred Stock, 9.08% Series J of Chase (the "Chase 9.08% Preferred
Stock") (or commencing on the date of the Effective Time if such date
was such a dividend payment date) and shall end on and include the date
next preceding the first day of the next Quarterly Dividend Period;
provided, however, that in the event the Effective Time shall occur
after the record date for the payment of a regular quarterly dividend
on the Chase 9.08% Preferred Stock, but prior to the payment date for
such dividend, then the Initial Dividend Period shall be the first
Quarterly Dividend Period as described in the preceding sentence.
Dividends shall be cumulative from the date on which the Initial
Dividend Period commences and shall be payable, when and as declared by
the Board of Directors, on March 31, June 30, September 30 and December
31 in each year, commencing with such date that next follows the end of
the Initial Dividend Period. Each such dividend shall be paid to the
holders of record of shares of 9.08% Preferred Stock as they appear on
the stock register of the Corporation on such record date, not
exceeding 30 days preceding the payment date thereof, as shall be fixed
by the Board of Directors of the Corporation. Dividends on account of
arrears for any past dividend periods may be declared and paid at any
time, without reference to any quarterly dividend payment date, to
holders of record on such date, not exceeding 45 days preceding the
payment date thereof, as may be fixed by the Board of Directors of the
Corporation. In the event that there shall be outstanding shares of any
other series of Preferred Stock ranking on a parity as to dividends
with the 9.08% Preferred Stock, the Corporation, in making any dividend
payment on account of arrears on the 9.08% Preferred Stock or such
other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of 9.08% Preferred Stock and such other series of
Preferred Stock in proportion to the respective amounts of 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
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arrears. Dividends payable on the 9.08% Preferred Stock for any period
less than a full quarter (after the initial dividend period) shall be
computed on the basis of a 360 day year.
3. Redemption. On or after March 31, 1997, the Corporation, at
its option, may redeem shares of the 9.08% Preferred Stock, as a whole
or in part, at any time or from time to time at a redemption price of
$25 per share plus accrued and unpaid dividends thereon to the date
fixed for redemption. To permit the 9.08% Preferred Stock to qualify as
Tier 1 capital of the Corporation, any such redemption shall be subject
to the prior approval of the Board of Governors of the Federal Reserve
System.
In the event the Corporation shall redeem shares of 9.08%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of 9.08% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. Notice having
been mailed as aforesaid, from and after the redemption date (unless
default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of the 9.08%
Preferred Stock so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the Corporation (except the
right to receive from the Corporation the redemption price) shall
cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned
for transfer, if the Board of Directors of the Corporation or any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares of
9.08% Preferred Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from outstanding shares of 9.08%
Preferred Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
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In no event shall the Corporation redeem less than all the
outstanding shares of 9.08% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares
of 9.08% Preferred Stock unless full cumulative dividends shall have
been paid or declared and set apart for payment upon all outstanding
shares of 9.08% Preferred Stock for all past Dividend Periods;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 9.08% Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding
shares of 9.08% Preferred Stock.
4. Shares to be Retired. All shares of 9.08% Preferred Stock
redeemed or purchased by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 9.08% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 9.08%
Preferred Stock shall not have any rights herein to convert such shares
into or exchange such shares for shares of any other class or classes
or of any other series of any class or classes of capital stock of the
Corporation.
6. Voting. The shares of 9.08% Preferred Stock shall
not have any voting powers either general or special, except
that:
If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except
by,
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the vote of the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any preference
dividends on the Preferred Stock shall exist, (a) any vacancy
in the office of a Preferred Director may be filled (except as
provided in the following clause (b)) by an instrument in
writing signed by the remaining Preferred Director and filed
with the Corporation and (b) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of
the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at
the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred
Director shall be deemed, for all purposes hereof, to be a
Preferred Director. Whenever the term of office of the
Preferred Directors shall end and a default in preference
dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes hereof, a "default in
preference dividends" on the Preferred Stock shall be deemed
to have occurred whenever the amount of accrued dividends upon
any series of the Preferred Stock shall be equivalent to six
full quarter-yearly dividends or more, and, having so
occurred, such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on all shares of
Preferred Stock of each and every series then outstanding
shall have been paid to the end of the last preceding dividend
period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the
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holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of all of the shares
of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of the total number of shares of
Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 9.08% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 9.08%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 9.08% Preferred Stock and any other shares
of stock of the Corporation ranking as to any such distribution on a
parity with the 9.08% Preferred Stock are not paid in full, the holders
of the 9.08% Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 9.08% Preferred Stock
of the full preferential amounts provided for in this Section 7, the
holders of the 9.08% Preferred Stock shall be entitled to no further
participation in any distribution of assets by the Corporation. The
consolidation or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 7, but only if such consolidation, merger or sale of assets
shall not in any way impair the voting power, preferences or special
rights of the 9.08% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any 9.08% Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock or any other stock of the
Corporation ranking as to dividends or distributions of assets junior
to the 9.08% Preferred Stock (the Common Stock and any such other stock
being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, a sinking or other analogous fund
for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any
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distribution in respect thereof, whether in cash or property or in
obligations or stock of the Corporation, other than Junior Stock (such
dividends, payments, setting apart and distributions being herein
called "Junior Stock Payments"), unless all of the conditions set forth
in the following subsections A and B shall exist at the date of such
declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment
or distribution in the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix 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 __, 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
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and conditions of the Merger Agreement, (ii) each then outstanding share of
common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other
than shares which would be cancelled and retired and cease to exist as a result
of the Merger, would be converted into 1.04 fully paid and nonassessable shares
of common stock, par value $1.00 per share, of the Corporation ("Common
Stock"), which shares would, pursuant to the Rights Agreement, dated as of
April 13, 1989 (as amended, the "Rights Agreement"), between the Corporation
and Chemical Bank, as Rights Agent, be accompanied by a corresponding number of
Chemical Rights (as defined in the Merger Agreement), and (iii) each share
(other than shares which would be cancelled and retired and cease to exist as a
result of the Merger) of Preferred Stock, 10-1/2% Series G; Preferred Stock,
9.76% Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series
J; Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase
would be converted into one share of a series of preferred stock, par value
$1.00 per share, of the Corporation ("Preferred Stock"), as provided for in the
Merger Agreement, in each case having terms substantially identical to the
terms of the series of preferred stock of Chase being so converted (such
Preferred Stock of the Corporation to be so issued being hereinafter referred
to as the "Merger Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with respect to
each series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's
Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of
Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion
of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon
conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares
upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000
shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to
6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M;
and up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be
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substantially identical to the voting powers, preferences and special rights
applicable to, and specified in the certificate of designations with respect
to, the respective series of preferred stock of Chase to be converted into such
series of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock
authorized by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"),
of the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series, to
the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation to
fill such newly created directorships. Such right shall continue until
there are no dividends in arrears upon the Preferred Stock. Each
director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that
prior to the end of such term a default in preference dividends shall
cease to exist. Any Preferred Director may be removed by, and shall
not be removed except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a
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single class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of shares of Preferred
Stock, called for the purpose. So long as a default in any preference
dividends on the Preferred Stock shall exist, (a) any vacancy in the
office of a Preferred Director may be filled (except as provided in the
following clause (b)) by an instrument in writing signed by the
remaining Preferred Director and filed with the Corporation and (b) in
the case of the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without regard to
series, at the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred Director
shall be deemed, for all purposes hereof, to be a Preferred Director.
Whenever the term of office of the Preferred Directors shall end and a
default in preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly
dividends or more, and, having so occurred, such default shall be
deemed to exist thereafter until, but only until, all accrued dividends
on all shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last preceding
dividend period; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to
cast at least two-thirds of the votes
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entitled to be cast by the holders of the total number of shares of
Preferred Stock at the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
March __, 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 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
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by the Board of Directors, for the Initial Dividend Period (as defined
below) and each quarterly dividend period (a "Quarterly Dividend
Period") thereafter (the Initial Dividend Period and each such
subsequent Quarterly Dividend Period being hereinafter referred to as
a "Dividend Period" and collectively referred to as "Dividend
Periods"), which Quarterly Dividend Periods shall commence on March
31, June 30, September 30 and December 31 in each year, commencing
with the first such date to occur after the effective time of the
merger of The Chase Manhattan Corporation ("Chase") with and into the
Corporation (the "Effective Time"), and shall end on and include the
day next preceding the first day of the next Quarterly Dividend
Period. The Initial Dividend Period is the period commencing on the
most recent date next preceding the Effective Time on which a dividend
was paid on the Preferred Stock, 8-1/2% Series K of Chase (the "Chase
8-1/2% Preferred Stock") (or commencing on the date of the Effective
Time if such date was such a dividend payment date) and shall end on
and include the date next preceding the first day of the next
Quarterly Dividend Period; provided, however, that in the event the
Effective Time shall occur after the record date for the payment of a
regular quarterly dividend on the Chase 8-1/2% Preferred Stock, but
prior to the payment date for such dividend, then the Initial Dividend
Period shall be the first Quarterly Dividend Period as described in
the preceding sentence. Dividends shall be cumulative from the date
on which the Initial Dividend Period commences and shall be payable,
when and as declared by the Board of Directors, on March 31, June 30,
September 30 and December 31 in each year, commencing with such date
that next follows the end of the Initial Dividend Period. Each such
dividend shall be paid to the holders of record of shares of 8-1/2%
Preferred Stock as they appear on the stock register of the
Corporation on such record date, not exceeding 30 days preceding the
payment date thereof, as shall be fixed by the Board of Directors of
the Corporation. Dividends on account of arrears for any past
dividend periods may be declared and paid at any time, without
reference to any quarterly dividend payment date, to holders of record
on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the Corporation.
In the event that there shall be outstanding shares of any other
series of Preferred Stock ranking on a parity as to dividends with the
8-1/2% Preferred Stock, the Corporation, in making any dividend
payment on account of arrears on the 8-1/2% Preferred Stock or such
other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of 8-1/2% Preferred Stock and such other series of
Preferred Stock in proportion to the respective amounts of dividends
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
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any dividend payment or payments which may be in arrears. Dividends
payable on the 8-1/2% Preferred Stock for any period less than a full
quarter (after the initial dividend period) shall be computed on the
basis of a 360 day year.
3. Redemption. On or after June 30, 1997, the Corporation,
at its option, may redeem shares of the 8-1/2% Preferred Stock, as a
whole or in part, at any time or from time to time at a redemption
price of $25 per share plus accrued and unpaid dividends thereon to
the date fixed for redemption. To permit the 8-1/2% Preferred Stock
to qualify as Tier 1 capital of the Corporation, any such redemption
shall be subject to the prior approval of the Board of Governors of
the Federal Reserve System.
In the event the Corporation shall redeem shares of 8-1/2%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of 8-1/2% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment
of the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. Notice having
been mailed as aforesaid, from and after the redemption date (unless
default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of the 8-1/2%
Preferred Stock so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation or
any duly authorized committee thereof shall so require and the notice
shall so state), such shares shall be redeemed by the Corporation at
the redemption price aforesaid. If less than all the outstanding
shares of 8-1/2% Preferred Stock are to be redeemed, shares to be
redeemed shall be selected by the Corporation from outstanding shares
of 8-1/2% Preferred Stock not previously called for redemption by lot
or pro rata (as nearly as may be) or by any other method determined by
the Corporation in its sole discretion to be equitable.
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In no event shall the Corporation redeem less than all the
outstanding shares of 8-1/2% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any
shares of 8-1/2% Preferred Stock unless full cumulative dividends
shall have been paid or declared and set apart for payment upon all
outstanding shares of 8-1/2% Preferred Stock for all past Dividend
Periods; provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of 8-1/2% Preferred Stock pursuant
to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of 8-1/2% Preferred Stock.
4. Shares to be Retired. All shares of 8-1/2% Preferred
Stock redeemed or purchased by the Corporation shall be retired and
cancelled and shall be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to series,
and may thereafter be issued, but not as shares of 8-1/2% Preferred
Stock.
5. Conversion or Exchange. The holders of shares of 8-1/2%
Preferred Stock shall not have any rights herein to convert such
shares into or exchange such shares for shares of any other class or
classes or of any other series of any class or classes of capital
stock of the Corporation.
6. Voting. The shares of 8-1/2% Preferred Stock shall not
have any voting powers either general or special, except that:
If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default
in preference dividends shall cease to exist. Any Preferred
Director may be removed by, and shall not be removed except
by,
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the vote of the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock,
called for the purpose. So long as a default in any
preference dividends on the Preferred Stock shall exist, (a)
any vacancy in the office of a Preferred Director may be
filled (except as provided in the following clause (b)) by an
instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by two. For the purposes hereof,
a "default in preference dividends" on the Preferred Stock
shall be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last
preceding dividend period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would adversely affect
the voting power, preferences or special rights of one or
more, but not all, series of Preferred Stock at the time
outstanding, consent of the
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holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of all of the shares
of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of the total number of shares of
Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 8-1/2% Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the 8-1/2%
Preferred Stock, an amount equal to $25 per share plus an amount equal
to any accrued and unpaid dividends thereon to the date fixed for
payment of such distribution. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the amounts
payable with respect to the 8-1/2% Preferred Stock and any other
shares of stock of the Corporation ranking as to any such distribution
on a parity with the 8-1/2% Preferred Stock are not paid in full, the
holders of the 8-1/2% Preferred Stock and of such other shares shall
share ratably in any such distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the 8-1/2% Preferred
Stock of the full preferential amounts provided for in this Section 7,
the holders of the 8-1/2% Preferred Stock shall be entitled to no
further participation in any distribution of assets by the
Corporation. The consolidation or merger of the Corporation with or
into any other corporation, or the sale of substantially all the
assets of the Corporation in consideration for the issuance of equity
securities of another corporation, shall not be regarded as a
liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 7, but only if such consolidation, merger or
sale of assets shall not in any way impair the voting power,
preferences or special rights of the 8-1/2% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long
as any 8-1/2% Preferred Stock shall be outstanding, the Corporation
shall not declare any dividends on the Common Stock or any other stock
of the Corporation ranking as to dividends or distributions of assets
junior to the 8-1/2% Preferred Stock (the Common Stock and any such
other stock being herein referred to as "Junior Stock"), or make any
payment on account of, or set apart money for, a sinking or other
analogous fund for the purchase, redemption or
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other retirement of any shares of Junior Stock, or make any
distribution in respect thereof, whether in cash or property or in
obligations or stock of the Corporation, other than Junior Stock (such
dividends, payments, setting apart and distributions being herein
called "Junior Stock Payments"), unless all of the conditions set
forth in the following subsections A and B shall exist at the date of
such declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such
payment or distribution in the case of any other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix 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 __, 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
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock,
8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series
M; and Preferred Stock, Adjustable Rate Series N of Chase would be converted
into one share of a series of preferred stock, par value $1.00 per share, of
the Corporation ("Preferred Stock"), as provided for in the Merger Agreement,
in each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with respect to
each series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's
Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of
Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion
of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon
conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares
upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000
shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to
6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M;
and up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially
identical to the voting powers, preferences and special rights applicable to,
and specified in the certificate of designations with respect to, the
respective series of preferred stock of Chase to be converted into such series
of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock
authorized by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"),
of the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series,
to the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation
to fill such newly created directorships. Such right shall continue
until there are no dividends in arrears upon the Preferred Stock.
Each director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that
prior to the end of such term a default in preference dividends shall
cease to exist. Any Preferred Director may be removed by, and shall
not be
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removed except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a single
class without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock, called
for the purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (a) any vacancy in the office of a
Preferred Director may be filled (except as provided in the following
clause (b)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (b) in the case
of the removal of any Preferred Director, the vacancy may be filled by
the vote of the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at the
same meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining Preferred Director shall be
deemed, for all purposes hereof, to be a Preferred Director. Whenever
the term of office of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall be
reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly
dividends or more, and, having so occurred, such default shall be
deemed to exist thereafter until, but only until, all accrued
dividends on all shares of Preferred Stock of each and every series
then outstanding shall have been paid to the end of the last preceding
dividend period; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or (b) alter
or change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at
least two- thirds of the votes entitled to be cast by the holders of
all of the shares of all such series so affected, voting as a class,
shall be required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of the total number of shares of Preferred
Stock at the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
March __, 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 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
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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 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
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money in lieu of interest, shall be payable in respect of any dividend
payment or payments which may be in arrears. Dividends payable on the
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
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
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redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Corporation in its sole discretion to be
equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 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 have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which
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he shall have been elected, notwithstanding that prior to the
end of such term a default in preference dividends shall cease
to exist. Any Preferred Director may be removed by, and shall
not be removed except by, the vote of the holders of record of
the outstanding shares of Preferred Stock, voting together as
a single class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of shares of
Preferred Stock, called for the purpose. So long as a default
in any preference dividends on the Preferred Stock shall
exist, (a) any vacancy in the office of a Preferred Director
may be filled (except as provided in the following clause (b))
by an instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by two. For the purposes hereof,
a "default in preference dividends" on the Preferred Stock
shall be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last
preceding dividend period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if
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such creation or such alteration or change would adversely
affect the voting power, preferences or special rights of one
or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected,
voting as a class, shall be required in lieu of the consent of
the holders of shares entitled to cast at least two-thirds of
the votes entitled to be cast by the holders of the total
number of shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 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, 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
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8.32% Preferred Stock (the Common Stock and any such other stock being
herein referred to as "Junior Stock"), or make any payment on account
of, or set apart money for, a sinking or other analogous fund for the
purchase, redemption or other retirement of any shares of Junior
Stock, or make any distribution in respect thereof, whether in cash or
property or in obligations or stock of the Corporation, other than
Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such
dividend, or the date of such setting apart in the case of any such
fund, or the date of such payment or distribution in the case of any
other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix M
CERTIFICATE OF DESIGNATIONS
OF
8.40% CUMULATIVE PREFERRED STOCK
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of
Directors by unanimous written consent executed on March __, 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
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock,
8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series
M; and Preferred Stock, Adjustable Rate Series N of Chase would be converted
into one share of a series of preferred stock, par value $1.00 per share, of
the Corporation ("Preferred Stock"), as provided for in the Merger Agreement,
in each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with respect to
each series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's
Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of
Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion
of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon
conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares
upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000
shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to
6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M;
and up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially
identical to the voting powers, preferences and special rights applicable to,
and specified in the certificate of designations with respect to, the
respective series of preferred stock of Chase to be converted into such series
of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock
authorized by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"),
of the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series,
to the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation
to fill such newly created directorships. Such right shall continue
until there are no dividends in arrears upon the Preferred Stock.
Each director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that
prior to the end of such term a default in preference dividends shall
cease to exist. Any Preferred Director may be removed by, and shall
not be
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removed except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a single
class without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock, called
for the purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (a) any vacancy in the office of a
Preferred Director may be filled (except as provided in the following
clause (b)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (b) in the case
of the removal of any Preferred Director, the vacancy may be filled by
the vote of the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at the
same meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining Preferred Director shall be
deemed, for all purposes hereof, to be a Preferred Director. Whenever
the term of office of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall be
reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly
dividends or more, and, having so occurred, such default shall be
deemed to exist thereafter until, but only until, all accrued
dividends on all shares of Preferred Stock of each and every series
then outstanding shall have been paid to the end of the last preceding
dividend period; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series which
shall not have any right to object to such creation or (b) alter or
change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
March __, 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 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
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shares of the 8.40% Preferred Stock, when and as declared by the Board
of Directors, for the Initial Dividend Period (as defined below) and
each quarterly dividend period (a "Quarterly Dividend Period")
thereafter (the Initial Dividend Period and each such subsequent
Quarterly Dividend Period being hereinafter referred to as a "Dividend
Period" and collectively referred to as "Dividend Periods"), which
Quarterly Dividend Periods shall commence on March 31, June 30,
September 30 and December 31 in each year, commencing with the first
such date to occur after the effective time of the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation (the
"Effective Time"), and shall end on and include the day next preceding
the first day of the next Quarterly Dividend Period. The Initial
Dividend Period is the period commencing on the most recent date next
preceding the Effective Time on which a dividend was paid on the
Preferred Stock, 8.40% Series M of Chase (the "Chase 8.40% Preferred
Stock") (or commencing on the date of the Effective Time if such date
was such a dividend payment date) and shall end on and include the
date next preceding the first day of the next Quarterly Dividend
Period; provided, however, that in the event the Effective Time shall
occur after the record date for the payment of a regular quarterly
dividend on the Chase 8.40% Preferred Stock, but prior to the payment
date for such dividend, then the Initial Dividend Period shall be the
first Quarterly Dividend Period as described in the preceding
sentence. Dividends shall be cumulative from the date on which the
Initial Dividend Period commences and shall be payable, when and as
declared by the Board of Directors, on March 31, June 30, September 30
and December 31 in each year, commencing with such date that next
follows the end of the Initial Dividend Period. Each such dividend
shall be paid to the holders of record of shares of 8.40% Preferred
Stock as they appear on the stock register of the Corporation on such
record date, not exceeding 30 days preceding the payment date thereof,
as shall be fixed by the Board of Directors of the Corporation.
Dividends on account of arrears for any past dividend periods may be
declared and paid at any time, without reference to any quarterly
dividend payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date thereof, as may be fixed
by the Board of Directors of the Corporation. In the event that there
shall be outstanding shares of any other series of Preferred Stock
ranking on a parity as to dividends with the 8.40% Preferred Stock,
the Corporation, in making any dividend payment on account of arrears
on the 8.40% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 8.40%
Preferred Stock and such other series of Preferred Stock in proportion
to the respective amounts of dividends 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
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money in lieu of interest, shall be payable in respect of any dividend
payment or payments which may be in arrears. Dividends payable on the
8.40% Preferred Stock for any period less than a full quarter (after
the initial dividend period) shall be computed on the basis of a 360
day year consisting of twelve 30-day months.
3. Redemption. On or after March 31, 1998, the Corporation,
at its option, may redeem shares of the 8.40% Preferred Stock, as a
whole or in part, at any time or from time to time at a redemption
price of $25 per share plus an amount equal to the accrued and unpaid
dividends thereon to the date fixed for redemption (whether or not
such dividends have been declared). To permit the 8.40% Preferred
Stock to qualify as Tier 1 capital of the Corporation, any such
redemption shall be subject to the prior approval of the Board of
Governors of the Federal Reserve System.
In the event the Corporation shall redeem shares of 8.40%
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of 8.40% Preferred
Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment
of the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. Notice having
been mailed as aforesaid, from and after the redemption date (unless
default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of the 8.40%
Preferred Stock so called for redemption shall cease to accrue, and
notwithstanding the fact that any certificates for such shares shall
not have been surrendered for payment of the redemption price, said
shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except the
right to receive from the Corporation the redemption price) shall
cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned
for transfer, if the Board of Directors of the Corporation or any duly
authorized committee thereof shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If less than all the outstanding shares
of 8.40% 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
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redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Corporation in its sole discretion to be
equitable.
In no event shall the Corporation redeem less than all the
outstanding shares of 8.40% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any
shares of 8.40% Preferred Stock unless full cumulative dividends shall
have been paid or declared and set apart for payment upon all
outstanding shares of 8.40% Preferred Stock for all past Dividend
Periods; provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of 8.40% Preferred Stock pursuant to
a purchase or exchange offer made on the same terms to holders of all
outstanding shares of 8.40% Preferred Stock.
4. Shares to be Retired. All shares of 8.40% Preferred Stock
redeemed or purchased by the Corporation shall be retired and
cancelled and shall be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to series,
and may thereafter be issued, but not as shares of 8.40% Preferred
Stock.
5. Conversion or Exchange. The holders of shares of 8.40%
Preferred Stock shall not have any rights herein to convert such
shares into or exchange such shares for shares of any other class or
classes or of any other series of any class or classes of capital
stock of the Corporation.
6. Voting. The shares of 8.40% Preferred Stock shall not
have any voting powers either general or special, except that:
If at the time of any annual meeting of the
Corporation's stockholders for the election of directors there
is a default in preference dividends on the Preferred Stock,
the number of directors constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which
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he shall have been elected, notwithstanding that prior to the
end of such term a default in preference dividends shall cease
to exist. Any Preferred Director may be removed by, and shall
not be removed except by, the vote of the holders of record of
the outstanding shares of Preferred Stock, voting together as
a single class without regard to series, at a meeting of the
Corporation's stockholders, or of the holders of shares of
Preferred Stock, called for the purpose. So long as a default
in any preference dividends on the Preferred Stock shall
exist, (a) any vacancy in the office of a Preferred Director
may be filled (except as provided in the following clause (b))
by an instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of
the removal of any Preferred Director, the vacancy may be
filled by the vote of the holders of the outstanding shares of
Preferred Stock, voting together as a single class without
regard to series, at the same meeting at which such removal
shall be voted. Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for all purposes
hereof, to be a Preferred Director. Whenever the term of
office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of
directors constituting the Board of Directors of the
Corporation shall be reduced by two. For the purposes hereof,
a "default in preference dividends" on the Preferred Stock
shall be deemed to have occurred whenever the amount of
accrued dividends upon any series of the Preferred Stock shall
be equivalent to six full quarter-yearly dividends or more,
and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all
shares of Preferred Stock of each and every series then
outstanding shall have been paid to the end of the last
preceding dividend period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if
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such creation or such alteration or change would adversely
affect the voting power, preferences or special rights of one
or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected,
voting as a class, shall be required in lieu of the consent of
the holders of shares entitled to cast at least two-thirds of
the votes entitled to be cast by the holders of the total
number of shares of Preferred Stock at the time outstanding.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 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, 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
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8.40% Preferred Stock (the Common Stock and any such other stock being
herein referred to as "Junior Stock"), or make any payment on account
of, or set apart money for, a sinking or other analogous fund for the
purchase, redemption or other retirement of any shares of Junior
Stock, or make any distribution in respect thereof, whether in cash or
property or in obligations or stock of the Corporation, other than
Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such
dividend, or the date of such setting apart in the case of any such
fund, or the date of such payment or distribution in the case of any
other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares
of Preferred Stock other than Junior Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous fund or
any call for tenders obligation or other agreement for the
purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock."
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Appendix N
CERTIFICATE OF DESIGNATIONS
OF
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES N
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that the following resolutions were adopted by the Board of Directors
of the Corporation at meetings duly convened and held on August 27, 1995 and
October 17, 1995, and by the Preferred Stock Committee of the Board of
Directors by unanimous written consent executed on March __, 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
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the Corporation (the "Merger") and, in accordance with the terms and conditions
of the Merger Agreement, (ii) each then outstanding share of common stock, par
value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which
would be cancelled and retired and cease to exist as a result of the Merger,
would be converted into 1.04 fully paid and nonassessable shares of common
stock, par value $1.00 per share, of the Corporation ("Common Stock"), which
shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as
amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as
Rights Agent, be accompanied by a corresponding number of Chemical Rights (as
defined in the Merger Agreement), and (iii) each share (other than shares which
would be cancelled and retired and cease to exist as a result of the Merger) of
Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred
Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock,
8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series
M; and Preferred Stock, Adjustable Rate Series N of Chase would be converted
into one share of a series of preferred stock, par value $1.00 per share, of
the Corporation ("Preferred Stock"), as provided for in the Merger Agreement,
in each case having terms substantially identical to the terms of the series of
preferred stock of Chase being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to as the "Merger
Preferred Stock"); and further
"RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of
Delaware of the certificates of designations referred to below with respect to
each series of Merger Preferred Stock (collectively, the "Certificates of
Designations"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
"RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
shall be as follows: up to 5,600,000 shares upon conversion of Chase's
Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of
Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion
of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon
conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares
upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000
shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to
6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M;
and up to 9,100,000 shares upon conversion of Chase's Preferred Stock,
Adjustable Rate Series N; and further
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"RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially
identical to the voting powers, preferences and special rights applicable to,
and specified in the certificate of designations with respect to, the
respective series of preferred stock of Chase to be converted into such series
of Merger Preferred Stock pursuant to the Merger; and further
"RESOLVED, that the Preferred Stock Committee of the Board of
Directors be, and it hereby is, authorized to approve, within the limits
specified in the foregoing resolutions, the form, terms and provisions of each
Certificate of Designations and to take such other actions as such committee
deems necessary or desirable to effect the issuance of the Merger Preferred
Stock in accordance with these resolutions."
2. The Board of Directors on October 17, 1995 adopted the
following resolutions fixing the voting rights of the Preferred Stock
authorized by the preceding resolutions:
"RESOLVED, that the Certificate of Designations for each
series of preferred stock, par value $1.00 per share (the "Preferred Stock"),
of the Corporation to be issued in connection with the merger of The Chase
Manhattan Corporation ("Chase") with and into the Corporation, upon the
conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76%
Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J;
Preferred Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred
Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase,
shall be modified to provide that the shares of such series shall not have any
voting powers either general or special, except that:
"If at the time of any annual meeting of the Corporation's
stockholders for the election of directors there is a default in
preference dividends on the Preferred Stock, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two, and the holders of the Preferred Stock of all series
(whether or not the holders of such series of Preferred Stock would be
entitled to vote for the election of directors if such default in
preference dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to series,
to the exclusion of the holders of common stock, par value $1.00 per
share, of the Corporation, to elect two directors of the Corporation
to fill such newly created directorships. Such right shall continue
until there are no dividends in arrears upon the Preferred Stock.
Each director elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that
prior to the end of such term a default in preference dividends shall
cease to exist. Any Preferred Director may be removed by, and shall
not be
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removed except by, the vote of the holders of record of the
outstanding shares of Preferred Stock, voting together as a single
class without regard to series, at a meeting of the Corporation's
stockholders, or of the holders of shares of Preferred Stock, called
for the purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (a) any vacancy in the office of a
Preferred Director may be filled (except as provided in the following
clause (b)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (b) in the case
of the removal of any Preferred Director, the vacancy may be filled by
the vote of the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at the
same meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining Preferred Director shall be
deemed, for all purposes hereof, to be a Preferred Director. Whenever
the term of office of the Preferred Directors shall end and a default
in preference dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall be
reduced by two. For the purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed to have occurred
whenever the amount of accrued dividends upon any series of the
Preferred Stock shall be equivalent to six full quarter-yearly
dividends or more, and, having so occurred, such default shall be
deemed to exist thereafter until, but only until, all accrued
dividends on all shares of Preferred Stock of each and every series
then outstanding shall have been paid to the end of the last preceding
dividend period; and
"Without the consent of the holders of shares entitled to cast
at least two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock then outstanding, voting
as a class without regard to series, the holders of shares of this
series being entitled to cast one vote per share thereon, the
Corporation may not: (a) create any class or series of stock which
shall have preference as to dividends or distribution of assets over
any outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or (b) alter
or change the provisions of the Corporation's Certificate of
Incorporation, as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred Stock;
provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights
of one or more, but not all, series of Preferred Stock at the time
outstanding, consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of all of
the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of
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shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of the total number of shares of Preferred Stock at
the time outstanding."
3. The Preferred Stock Committee of the Board of Directors on
March __, 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 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".
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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, 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
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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
(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.
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Anything herein to the contrary notwithstanding, the Applicable Rate
for any Quarterly Dividend Period shall in no event be less than 4.50%
per annum or greater than 10.50% per annum.
Except as described below in this paragraph, the "Treasury
Bill Rate" for each Quarterly Dividend Period will be the arithmetic
average of the two most recent weekly per annum market discount rates
(or the one weekly per annum market discount rate, if only one such
rate is published during the relevant Calendar Period (as hereinafter
defined)) for three-month U.S. Treasury bills, as published weekly by
the Federal Reserve Board (as hereinafter defined) during the Calendar
Period immediately preceding the last ten calendar days preceding the
Quarterly Dividend Period for which the dividend rate on the Series N
Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum market discount
rate during such Calendar Period, then the Treasury Bill Rate for such
Quarterly Dividend Period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published
during the relevant Calendar Period) for three-month U.S. Treasury
bills, as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. In the event that a per annum market discount
rate for three-month U.S. Treasury bills is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the
Treasury Bill Rate for such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if
only one such rate is published during the relevant Calendar Period)
for all of the U.S. Treasury bills then having remaining maturities of
not less than 80 or more than 100 days, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board does not publish such rates, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good
faith that for any reason no such U.S. Treasury bill rates are
published as provided above during such Calendar Period, then the
Treasury Bill Rate for such Quarterly Dividend Period will be the
arithmetic average of the per annum market discount rates 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
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three recognized dealers in U.S. Government securities selected by the
Corporation. In the event that the Corporation determines in good
faith that for any reason the Corporation cannot determine the
Treasury Bill Rate for any Quarterly Dividend Period as provided above
in this paragraph, the Treasury Bill Rate for such Quarterly Dividend
Period will be the arithmetic average of the per annum market discount
rates based upon the closing bids during such Calendar Period for each
of the issues of marketable interest-bearing U.S. Treasury securities
with a remaining maturity of not less than 80 nor more than 100 days,
as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.
Except as described below in this paragraph, the "Ten Year
Constant Maturity Rate" for each Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (as hereinafter defined) (or the one weekly per annum
Ten Year Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately preceding the last ten
calendar days preceding the Quarterly Dividend Period for which the
dividend rate on the Series N Preferred Stock is being determined. In
the event that the Federal Reserve Board does not publish such a
weekly per annum Ten Year Average Yield during such Calendar Period,
then the Ten Year Constant Maturity Rate for such Quarterly Dividend
Period will be the arithmetic average of the two most recent weekly
per annum Ten Year Average Yields (or the one weekly per annum Ten
Year Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year
Constant Maturity Rate for such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum average
yields to maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the relevant
Calendar Period) for all of 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
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department or agency selected by the Corporation. In the event that
the Corporation determines in good faith that for any reason the
Corporation cannot determine the Ten Year Constant Maturity Rate for
any Quarterly Dividend Period as provided above in this paragraph, then
the Ten Year Constant Maturity Rate for such Quarterly Dividend Period
will be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final
maturity date not less than eight nor more than twelve years from the
date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations
are not generally available) to the Corporation by at least three
recognized dealers in U.S. Government securities selected by the
Corporation.
Except as described below in this paragraph, the "Thirty Year
Constant Maturity Rate" for each Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum Thirty Year
Average Yields (as hereinafter defined) (or the one weekly per annum
Thirty Year Average Yield, if only one such yield is published during
the relevant Calendar Period), as published weekly by the Federal
Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the Quarterly Dividend Period for
which the dividend rate on the Series N Preferred Stock is being
determined. In the event that the Federal Reserve Board does not
publish such a weekly per annum Thirty Year Average Yield during such
Calendar Period, then the Thirty Year Constant Maturity Rate for such
Quarterly Dividend Period will be the arithmetic average of the two
most recent weekly per annum Thirty Year Average Yields (or the one
weekly per annum Thirty Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly
during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation. In the
event that a per annum Thirty Year Average Yield is not published by
the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then
the Thirty Year Constant Maturity Rate for such Quarterly Dividend
Period will be the arithmetic average of the two most recent weekly
per annum average yields to maturity (or the one weekly per annum
average yield to maturity, if only 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,
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by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. In the event that the Corporation
determines in good faith that for any reason the Corporation cannot
determine the Thirty Year Constant Maturity Rate for any Quarterly
Dividend Period as provided above in this paragraph, then the Thirty
Year Constant Maturity Rate for such Quarterly Dividend Period will be
the arithmetic average of the per annum average yields to maturity
based upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than twenty-eight nor more than thirty years from the date of
each such quotation, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate
and the Thirty Year Constant Maturity Rate shall each be rounded to
the nearest five hundredths of a percent.
The Applicable Rate with respect to each Quarterly Dividend
Period will be calculated as promptly as practicable by the
Corporation according to the appropriate method described above. The
Corporation will cause each Applicable Rate to be published in a
newspaper of general circulation in New York City before the
commencement of the Quarterly Dividend Period to which it applies and
will cause notice of such Applicable Rate to be enclosed with the
dividend payment checks next mailed to the holders of Series N
Preferred Stock.
For purposes of this Section,
(i) "Calendar Period" means a period of fourteen calendar
days;
(ii) "Federal Reserve Board" means the Board of Governors
of the Federal Reserve System;
(iii) "Special Securities" means securities which can, at
the option of the holder, be surrendered at face
value in payment of any Federal estate tax or which
provide tax benefits to the holder and are priced to
reflect such tax benefits or which were 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
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(v) "Thirty Year Average Yield" means the average yield
to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to
constant maturities of thirty years).
4. Redemption. On or after June 30, 1999, the Corporation,
at its option, may redeem shares of the Series N Preferred Stock, as a
whole or in part, at any time or from time to time at a redemption
price of $25 per share plus an amount equal to the accrued and unpaid
dividends thereon to the date fixed for redemption (whether or not
such dividends have been declared). To permit the Series N Preferred
Stock to qualify as Tier 1 capital of the Corporation, any such
redemption shall be subject to the prior approval of the Board of
Governors of the Federal Reserve System.
In the event the Corporation shall redeem shares of Series N
Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of Series N
Preferred Stock to be redeemed and, if less than all the shares held
by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (3) the redemption price; (4) the place or
places where certificates for such shares are to be surrendered for
payment of the redemption price; and (5) that dividends on the shares
to be redeemed will cease to accrue on such redemption date. Notice
having been mailed as aforesaid, from and after the redemption date
(unless default shall be made by the Corporation in providing money
for the payment of the redemption price) dividends on the shares of
the Series N Preferred Stock so called for redemption shall cease to
accrue, and notwithstanding the fact that any certificates for such
shares shall not have been surrendered for payment of the redemption
price, said shares shall no longer be deemed to be outstanding, and
all rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the 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
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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 constituting the Board of Directors of
the Corporation shall be increased by two, and the holders of
the Preferred Stock of all series (whether or not the holders
of such series of Preferred Stock would be entitled to vote
for the election of directors if such default in preference
dividends did not exist), shall have the right at such
meeting, voting together as a single class without regard to
series, to the exclusion of the holders of common stock, par
value $1.00 per share, of the Corporation, to elect two
directors of the Corporation to fill such newly created
directorships. Such right shall continue until there are no
dividends in arrears upon the Preferred Stock. Each director
elected by the holders of shares of Preferred Stock (a
"Preferred Director") shall continue to serve as such director
for the full term for which he shall have been elected,
notwithstanding that prior
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to the end of such term a default in preference dividends
shall cease to exist. Any Preferred Director may be removed
by, and shall not be removed except by, the vote of the
holders of record of the outstanding shares of Preferred
Stock, voting together as a single class without regard to
series, at a meeting of the Corporation's stockholders, or of
the holders of shares of Preferred Stock, called for the
purpose. So long as a default in any preference dividends on
the Preferred Stock shall exist, (a) any vacancy in the office
of a Preferred Director may be filled (except as provided in
the following clause (b)) by an instrument in writing signed
by the remaining Preferred Director and filed with the
Corporation and (b) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of
the holders of the outstanding shares of Preferred Stock,
voting together as a single class without regard to series, at
the same meeting at which such removal shall be voted. Each
director appointed as aforesaid by the remaining Preferred
Director shall be deemed, for all purposes hereof, to be a
Preferred Director. Whenever the term of office of the
Preferred Directors shall end and a default in preference
dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Corporation shall
be reduced by two. For the purposes hereof, a "default in
preference dividends" on the Preferred Stock shall be deemed
to have occurred whenever the amount of accrued dividends upon
any series of the Preferred Stock shall be equivalent to six
full quarter-yearly dividends or more, and, having so
occurred, such default shall be deemed to exist thereafter
until, but only until, all accrued dividends on all shares of
Preferred Stock of each and every series then outstanding
shall have been paid to the end of the last preceding dividend
period; and
Without the consent of the holders of shares entitled
to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred
Stock then outstanding, voting as a class without regard to
series, the holders of shares of this series being entitled to
cast one vote per share thereon, the Corporation may not: (a)
create any class or series of stock which shall have
preference as to dividends or distribution of assets over any
outstanding series of the Preferred Stock other than a series
which shall not have any right to object to such creation or
(b) alter or change the provisions of the Corporation's
Certificate of Incorporation, as amended, so as to adversely
affect the voting power, preferences or special rights of the
holders of Preferred Stock; provided, however, that if such
creation or such alteration or change would
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adversely affect the voting power, preferences or special
rights of one or more, but not all, series of Preferred Stock
at the time outstanding, consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to
be cast by the holders of all of the shares of all such series
so affected, voting as a class, shall be required in lieu of
the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of
the total number of shares of Preferred Stock at the time
outstanding.
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 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
N-15
<PAGE> 178
the Series N Preferred Stock (the Common Stock and any such other
stock being herein referred to as "Junior Stock"), or make any payment
on account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any distribution in respect thereof, whether in
cash or property or in obligations or stock of the Corporation, other
than Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"), unless all
of the conditions set forth in the following subsections A and B shall
exist at the date of such declaration in the case of any such
dividend, or the date of such setting apart in the case of any such
fund, or the date of such payment or distribution in the case of any
other Junior Stock Payment:
A. Full cumulative dividends shall have been paid or declared
and set apart for payment upon all outstanding shares of Preferred
Stock other than Junior Stock.
B. The Corporation shall not be in default or in arrears with
respect to any sinking or other analogous fund or any call for tenders
obligation or other agreement for the purchase, redemption or other
retirement of any shares of Preferred Stock other than Junior Stock."
N-16
