<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
THE CHASE MANHATTAN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
- --------------------------------------------------------------------------------
[CHASE LOGO]
- --------------------------------------------------------------------------------
NOTICE OF 1997
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY
STATEMENT
Meeting Date: May 20, 1997
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017-2036
<PAGE> 3
[CHASE LOGO]
THE CHASE MANHATTAN CORPORATION
270 Park Avenue
New York, New York 10017-2036
March 28, 1997
Dear Stockholder:
I am pleased to invite you to the Annual Meeting of Stockholders to be held
on May 20, 1997, at the Dallas Museum of Art, near the offices of our
subsidiary, Texas Commerce Bank National Association in Dallas, Texas. As we
have done in the past, in addition to considering the matters described in the
Proxy Statement, we will review major developments since our last stockholders'
meeting.
We hope that you will attend the meeting in person, but even if you are
planning to come, we strongly encourage you to designate the proxies named on
the enclosed card to vote your shares. This will ensure that your common stock
will be represented at the meeting. The Proxy Statement explains more about
proxy voting. Please read it carefully. We look forward to your participation.
Sincerely,
/s/ Walter V. Shipley
Chairman of the Board and
Chief Executive Officer
<PAGE> 4
[CHASE LOGO]
THE CHASE MANHATTAN CORPORATION
270 Park Avenue
New York, New York 10017-2036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE: Tuesday, May 20, 1997
TIME: 9:30 a.m.
PLACE: Dallas Museum of Art
1717 North Harwood
Dallas, Texas 75201
MATTERS TO BE VOTED ON:
- Election of sixteen directors
- Ratification of appointment of Price Waterhouse LLP as our independent
accountants for 1997
- Stockholder proposals which are in the attached Proxy Statement, if they
are introduced at the meeting
- Any other matters that may be properly brought before the meeting
By Order of the Board of Directors
ANTHONY J. HORAN
Secretary
March 28, 1997
<PAGE> 5
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION ABOUT VOTING........................................ 1
PROPOSAL 1: ELECTION OF DIRECTORS....................................... 2
Information About the Nominees..................................... 3
About the Board and its Committees................................. 7
Security Ownership of Directors and Executive Officers............. 8
Executive Compensation............................................. 10
Compensation and Benefits Committee Report on
Executive Compensation........................................ 10
Comparison of Five-Year Cumulative Total Return.................. 12
Executive Compensation Tables.................................... 13
I. Summary Compensation Table.................................. 13
II. Stock Option/SAR Grants Table -- 1996 Grants................ 14
III. Aggregated Stock Option/SAR Exercises in 1996
and Option/SAR Values as of Year-End 1996................... 14
IV. Long-Term Incentive Plan Awards in 1996..................... 15
Retirement Benefits and Employment Contracts..................... 15
Additional Information about Our Directors and Executive
Officers.......................................................... 17
PROPOSAL 2: APPOINTMENT OF INDEPENDENT ACCOUNTANTS...................... 17
STOCKHOLDER PROPOSALS................................................... 17
Proposal 3: Term Limits for Directors.............................. 17
Proposal 4: Cumulative Voting...................................... 18
Proposal 5: Independent Director as Chairman of the Board.......... 19
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 1998 ANNUAL MEETING....... 22
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 6
PROXY STATEMENT
Your vote is very important. For this reason, the Board of Directors is
requesting that you allow your Common Stock to be represented at the Annual
Meeting by the Proxies named in the enclosed Proxy Card. This Proxy Statement is
being sent to you in connection with this request and has been prepared for the
Board by our management. "We", "our", "Chase" and the "Corporation" each refers
to The Chase Manhattan Corporation. The Proxy Statement is first being sent to
our stockholders on or about March 28, 1997.
------------------------------------------------------------------------
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE. You are entitled to vote your Common Stock if our records
showed that you held your shares as of March 21, 1997. At the close of business
on March 21, 1997, a total of 429,687,495 shares of Common Stock were
outstanding and entitled to vote. Each share of Common Stock has one vote. The
enclosed Proxy Card shows the number of shares which you are entitled to vote.
Your individual vote is confidential and will not be disclosed to third parties.
VOTING BY PROXIES. If your Common Stock is held by a broker, bank or other
nominee, you will receive instructions from them which you must follow in order
to have your shares voted. If you hold your shares in your own name as a holder
of record, you may instruct the Proxies how to vote your Common Stock by using
the toll free telephone number listed on the Proxy Card or by signing, dating
and mailing the Proxy Card in the postage paid envelope which we have provided
to you. Of course, you can always come to the meeting and vote your shares in
person. When you use the telephone system, the system verifies that you are a
stockholder through the use of a unique Personal Identification Number which is
assigned to you. The procedure allows you to instruct the Proxies how to vote
your shares and to confirm that your instructions have been properly recorded.
Specific directions for using the telephone voting system are on the Proxy Card.
Whether you mail or telephone your instructions, the Proxies will vote your
shares in accordance with those instructions. If you sign and return a Proxy
Card without giving specific voting instructions, your shares will be voted as
recommended by our Board of Directors. We are not now aware of any other matters
to be presented except for those described in this Proxy Statement. A proposal
regarding compensation of officers and a proposal that certain information be
provided regarding the independent accountants were omitted from this Proxy
Statement in accordance with the Securities and Exchange Commission's Rule
14a-8. If these or any other matters not described in the Proxy Statement are
presented at the meeting, the Proxies will use their own judgment to determine
how to vote your shares. If the meeting is adjourned, your Common Stock may be
voted by the Proxies on the new meeting date as well, unless you have revoked
your proxy instructions.
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS. To revoke your proxy
instructions, you must advise the Secretary in writing before your Common Stock
has been voted by the Proxies at the meeting, or deliver later proxy
instructions or attend the meeting and vote your shares in person.
HOW VOTES ARE COUNTED. The Annual Meeting will be held if a majority of
the outstanding Common Stock entitled to vote is represented at the meeting. If
you have returned valid proxy instructions or attend the meeting in person, your
Common Stock will be counted for the purpose of determining whether there is a
quorum, even if you wish to abstain from voting on some or all matters
introduced to the meeting. "Broker non-votes" also count for quorum purposes. If
you hold your Common Stock through a broker, bank or other nominee, generally
the nominee may only vote the Common Stock which it holds for you in accordance
with your instructions. However, if it has not received your instructions within
ten days of the meeting, the nominee may vote on matters which the New York
Stock Exchange determines to be routine. If a nominee cannot vote on a
particular matter because it is not routine, there is a "broker non-vote" on
that matter. We do not count abstentions and broker non-votes as votes for or
against any proposal.
<PAGE> 7
COST OF THIS PROXY SOLICITATION. We will pay the cost of this proxy
solicitation. In addition to soliciting proxies by mail, we expect that a number
of our employees will solicit stockholders for the same type of proxy,
personally and by telephone. None of these employees will receive any additional
or special compensation for doing this. We have retained ChaseMellon Shareholder
Services L.L.C. to assist in the solicitation of proxies for a fee of $18,000,
plus reasonable out-of-pocket costs and expenses. We will, upon request,
reimburse brokers, banks and other nominees for their expenses in sending proxy
material to their principals and obtaining their proxies.
ATTENDING THE ANNUAL MEETING. If you are a holder of record and you plan
to attend the Annual Meeting, please indicate this on your Proxy Card or through
the telephone voting system. The lower portion of the Proxy Card is your
admission ticket. If you are a beneficial owner of Common Stock held by a bank
or broker (i.e., in "street name"), you will need proof of ownership to be
admitted to the meeting. A recent brokerage statement or letter from a bank or
broker are examples of proof of ownership. If you want to vote in person your
Common Stock held in street name, you will have to get a proxy in your name from
the registered holder.
------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF DIRECTORS
An entire Board of Directors, consisting of sixteen members, is to be
elected at this annual meeting to hold office until the next annual meeting and
the election of their successors.
VOTE REQUIRED. Directors must be elected by a plurality of the votes cast
at the meeting. This means that the nominees receiving the greatest number of
votes will be elected. Votes withheld for any Director will not be counted.
VOTING BY THE PROXIES. The Proxies will vote your Common Stock in
accordance with your instructions. If you have not given specific instructions
to the contrary, your Common Stock will be voted to approve the election of the
nominees named in the Proxy Statement. Although we know of no reason why any of
the nominees would not be able to serve, if any nominee is unavailable for
election, the Proxies would vote your Common Stock to approve the election of
any substitute nominee proposed by the Board of Directors. The Board may also
choose to reduce the number of Directors to be elected, as permitted by our
Bylaws.
GENERAL INFORMATION ABOUT THE NOMINEES. All of the nominees are currently
Directors. Each has agreed to be named in this Proxy Statement, and to serve if
elected. Each of the nominees attended at least 75% of the meetings of the Board
and committees on which the nominee served in the last year.
In the following biographies and the remainder of the Proxy Statement, Old
Chase means the corporation which merged into the Corporation on March 31, 1996.
MHC means Manufacturers Hanover Corporation which merged into the Corporation on
December 31, 1991. Unless stated otherwise, all of the nominees have been
continuously employed by their present employers for more than five years. All
are actively involved in community and charitable affairs. The age indicated in
each nominee's biography is as of May 20, 1997.
2
<PAGE> 8
INFORMATION ABOUT THE NOMINEES
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------
FRANK A. BENNACK JR. (AGE 64)
[PHOTO]
President and Chief Executive Officer of The Hearst Corporation.
Mr. Bennack is a Director of The Hearst Corporation and American
Home Products Corporation. He had been a Director of MHC since
1981, and became a Director of the Corporation in 1991.
- ---------------------------------------------------------------------------------------------
SUSAN V. BERRESFORD (AGE 54)
[PHOTO]
President of The Ford Foundation. Ms. Berresford had been a
Director of Old Chase since 1995 and became a Director of the
Corporation on March 31, 1996.
- ---------------------------------------------------------------------------------------------
M. ANTHONY BURNS (AGE 54)
[PHOTO]
Chairman of the Board, President and Chief Executive Officer of
Ryder System, Inc. Mr. Burns is also a Director of J.C. Penney
Company, Inc. and Pfizer Inc. He had been a Director of Old Chase
since 1990 and became a Director of the Corporation on March 31,
1996.
- ---------------------------------------------------------------------------------------------
H. LAURANCE FULLER (AGE 58)
[PHOTO]
Chairman of the Board and Chief Executive Officer of Amoco
Corporation. Mr. Fuller is also a Director of Abbott Laboratories
and Motorola, Inc. He had been a Director of Old Chase since 1985
and became a Director of the Corporation on March 31, 1996.
- ---------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 9
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------
MELVIN R. GOODES (AGE 62)
[PHOTO]
Chairman of the Board and Chief Executive Officer of
Warner-Lambert Company. Mr. Goodes is also a Director of
Ameritech Corporation and Unisys Corporation. He became a
Director of the Corporation in 1986.
- ---------------------------------------------------------------------------------------------
WILLIAM H. GRAY III (AGE 55)
[PHOTO]
President and Chief Executive Officer of The College Fund/UNCF
since 1991. Mr. Gray was a member of the United States House of
Representatives from 1979 to 1991. He is also a Director of
Electronic Data Systems Corporation, MBIA Inc., The Prudential
Insurance Company of America, Rockwell International Corporation,
Union Pacific Corporation, Warner-Lambert Company and
Westinghouse Electric Corporation. He had been a Director of Old
Chase since 1992 and became a Director of the Corporation on
March 31, 1996.
- ---------------------------------------------------------------------------------------------
GEORGE V. GRUNE (AGE 67)
[PHOTO]
Chairman of the DeWitt Wallace-Reader's Digest Fund and the Lila
Wallace-Reader's Digest Fund. Mr. Grune retired as Chairman and
Chief Executive Officer of The Reader's Digest Association, Inc.
in August 1994 and served as Chairman of the Board until August
1995. He is also a Director of Avon Products, Inc., CPC
International, Inc. and Federated Department Stores, Inc. Mr.
Grune became a Director of the Corporation in 1986.
- ---------------------------------------------------------------------------------------------
WILLIAM B. HARRISON JR. (AGE 53)
[PHOTO]
Vice Chairman of the Board and Director of the Corporation since
1991. Mr. Harrison is also a Director of Dillard Department
Stores, Inc., Freeport-McMoRan Inc., Freeport-McMoRan Copper &
Gold Inc. and McMoRan Oil & Gas Co.
- ---------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 10
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------
HAROLD S. HOOK (AGE 65)
[PHOTO]
Chairman of the Board of American General Corporation. Mr. Hook
had served as both Chairman and Chief Executive Officer of
American General Corporation from 1978 until October 1996. He is
scheduled to retire as Chairman at the annual meeting of American
General Corporation to be held on April 24, 1997. Mr. Hook is
also a Director of Cooper Industries, Inc., PanEnergy Corp and
Sprint Corporation. He became a Director of the Corporation in
1987.
- ---------------------------------------------------------------------------------------------
HELENE L. KAPLAN (AGE 63)
[PHOTO]
Of Counsel to the firm of Skadden, Arps, Slate, Meagher & Flom.
Mrs. Kaplan is also a Director of The May Department Stores
Company, Metropolitan Life Insurance Company, Mobil Corporation
and NYNEX Corporation. She became a Director of the Corporation
in 1987.
- ---------------------------------------------------------------------------------------------
THOMAS G. LABRECQUE (AGE 58)
[PHOTO]
President and Chief Operating Officer of the Corporation since
March 31, 1996, having served as Chairman of the Board and Chief
Executive Officer of Old Chase since 1990. He had been a Director
of Old Chase since 1980 and became a Director of the Corporation
on March 31, 1996. Mr. Labrecque is also a Director of Pfizer
Inc.
- ---------------------------------------------------------------------------------------------
HENRY B. SCHACHT (AGE 62)
[PHOTO]
Chairman of the Board and Chief Executive Officer of Lucent
Technologies Inc., the former communications, systems and
technology company of AT&T Corp., since February 1996, having
served as "designate" since September 1995. He was Chairman of
the Executive Committee of Cummins Engine Company, Inc. from
February to November 1995, after serving as Chairman of the Board
from 1977 to 1995 and as Chief Executive Officer from 1973 to
1994. Mr. Schacht continues as a Director of Cummins Engine
Company and is also a Director of Aluminum Company of America. He
had been a Director of Old Chase since 1982 and became a Director
of the Corporation on March 31, 1996.
- ---------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 11
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------
WALTER V. SHIPLEY (AGE 61)
[PHOTO]
Chairman of the Board and Chief Executive Officer of the
Corporation 1983-1992 and 1994 to the present. Mr. Shipley is
also a Director of Champion International Corporation, NYNEX
Corporation and The Reader's Digest Association, Inc. He became a
Director of the Corporation in 1982.
- ---------------------------------------------------------------------------------------------
ANDREW C. SIGLER (AGE 65)
[PHOTO]
Retired as Chairman and Chief Executive Officer of Champion
International Corporation in October 1996. Mr. Sigler is a
Director of AlliedSignal Inc., Bristol-Myers Squibb Company and
General Electric Company as well as a member of the Board of
Trustees for Dartmouth College. He became a Director of the
Corporation in 1979.
- ---------------------------------------------------------------------------------------------
JOHN R. STAFFORD (AGE 59)
[PHOTO]
Chairman, President and Chief Executive Officer of American Home
Products Corporation. Mr. Stafford is also a Director of
AlliedSignal Inc. and NYNEX Corporation. He had been a Director
of MHC since 1982 and became a Director of the Corporation in
1991.
- ---------------------------------------------------------------------------------------------
MARINA v.N. WHITMAN (AGE 62)
[PHOTO]
Professor of Business Administration and Public Policy,
University of Michigan. Prior to her appointment at the
University of Michigan in 1992, Dr. Whitman was Vice President
and Group Executive of General Motors Corporation. She is also a
Director of Aluminum Company of America, Browning-Ferris
Industries, Inc., The Procter & Gamble Company and Unocal Corp.
Dr. Whitman had been a Director of MHC since 1973 and became a
Director of the Corporation in 1991.
- ---------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 12
ABOUT THE BOARD AND ITS COMMITTEES
THE BOARD. Chase is governed by a Board of Directors and various
committees of the Board which meet regularly throughout the year. During 1996,
there were 12 meetings of the Board. Directors discharge their responsibilities
throughout the year at Board and committee meetings, and also through
considerable telephone contact and other communications with the Chairman and
others regarding matters of concern and interest to Chase.
COMMITTEES OF THE BOARD. The Board has five principal committees. The
following chart describes for each committee the function, membership, and
number of meetings held during 1996.
<TABLE>
<CAPTION>
AUDIT AND EXAMINING COMMITTEES -- 9 MEETINGS IN 1996
FUNCTIONS MEMBERS
<S> <C>
Review and discuss reports and other communications Frank A. Bennack Jr.
concerning management's responsibilities to: Susan V. Berresford
- - safeguard the assets and income of stockholders and M. Anthony Burns (Chairman)
customers George V. Grune (Vice Chairman)
- - provide for reliable and timely financial information Edmund T. Pratt Jr.
and statements
- - maintain compliance with Chase's ethical standards,
policies, plans and procedures, as well as applicable
laws and regulations
</TABLE>
<TABLE>
<CAPTION>
COMPENSATION AND BENEFITS COMMITTEE -- 7 MEETINGS IN 1996
FUNCTIONS MEMBERS
<S> <C>
- - Review and approve compensation and benefit programs H. Laurance Fuller (Vice Chairman)
- - Approve salary, bonus, and long-term incentive awards Melvin R. Goodes
for Officer-Directors and other executive officers William H. Gray III
- - Approve overall annual awards under the Long-Term J. Bruce Llewellyn
Incentive Plan and corporate bonus programs John R. Stafford (Chairman)
- - Appoint and oversee the benefit plan fiduciaries and the
plan administrator
</TABLE>
<TABLE>
<CAPTION>
GOVERNANCE COMMITTEE -- 1 MEETING IN 1996
FUNCTIONS MEMBERS
<S> <C>
- - Exercise general oversight of Board governance matters Frank A. Bennack Jr.
- - Consider nominees for election to the Board, including M. Anthony Burns
any written recommendation by a stockholder which is H. Laurance Fuller
mailed to the attention of the Secretary Helene L. Kaplan
- - Review duties and composition of Board committees Henry B. Schacht (Vice Chairman)
Andrew C. Sigler (Chairman)
John R. Stafford
</TABLE>
<TABLE>
<CAPTION>
PUBLIC POLICY AND TRUST COMMITTEE -- 2 MEETINGS IN 1996
FUNCTIONS MEMBERS
<S> <C>
- - Review our charitable and community oriented activities, Susan V. Berresford
including strategy with respect to charitable Melvin R. Goodes
contributions and projects undertaken to improve the William H. Gray III (Chairman)
communities which we serve Harold S. Hook
- - Review our community reinvestment activities J. Bruce Llewellyn
- - Review the trust, other fiduciary and investment Edmund T. Pratt Jr.
advisory activities of our subsidiaries Marina v.N. Whitman (Vice Chairman)
</TABLE>
<TABLE>
<CAPTION>
RISK POLICY COMMITTEE -- 9 MEETINGS IN 1996
FUNCTIONS MEMBERS
<S> <C>
- - Act in a general advisory capacity to management in Harold S. Hook (Vice Chairman)
respect of activities that give rise to credit risk and Helene L. Kaplan (Chairman)
market risk Henry B. Schacht
- - Be fully apprised of these risks and how they are Andrew C. Sigler
created and managed Marina v.N. Whitman
- - Review and approve a general risk management mandate to
govern these activities
- - Re-evaluate regularly our risk exposure, risk tolerance
and the established mandate
- - Review and, as appropriate, approve policies to control
risk exposure
</TABLE>
7
<PAGE> 13
DIRECTORS' COMPENSATION. Directors who are Chase officers do not receive
any fees for their services as Directors. Each non-employee Director receives an
annual retainer of $25,000. The Chairmen of the Audit and Examining Committees,
the Compensation and Benefits Committee and the Risk Policy Committee each
receives an additional fee of $16,000 per year and each member of these
committees receives an additional fee of $8,000 per year. The Chairmen of the
Governance Committee and the Public Policy and Trust Committee each receives an
additional fee of $10,000 per year and each member of these committees receives
an additional fee of $5,000 per year. Each non-employee Director receives $1,250
for each meeting of the Board of Directors of the Corporation and The Chase
Manhattan Bank (the Bank) and each Board committee meeting attended. Only one
fee is paid for attendance at meetings that serve both the Corporation and the
Bank.
Non-employee Directors also receive an annual grant of 500 shares of Common
Stock, which is subject to increase or decrease as appropriate so that the value
of the shares at the time of the grant will not be less than $37,500 or more
than $50,000.
Non-employee Directors are included in a group term life insurance policy
and a group accident insurance policy. During 1996, Chase paid average premiums
for these coverages of approximately $1,200 per Director. A Director may elect
to participate in Chase's medical insurance coverage, with the cost of the
coverage paid by the Director.
DEFERRED COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS. Each year
non-employee Directors may elect to defer until they leave the Board (i) all or
a specified portion of their cash compensation, (ii) all of their Common Stock
compensation, or (iii) both. A Director's right to receive future payments under
any deferred compensation arrangement is an unsecured claim against Chase's
general assets. Cash amounts may be deferred into various investment
equivalents, including a Common Stock equivalent, and will be paid and
distributed in cash. Stock compensation may only be deferred as Common Stock and
is distributable only in Common Stock.
----------------------------------------------------------
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the number of shares of Common Stock and Common
Stock equivalents beneficially owned as of December 31, 1996 by each nominee for
Director, the executive officers named in the Summary Compensation Table and all
Directors and executive officers as a group. Unless otherwise indicated, each of
the named individuals and each member of the group has sole voting power and
sole investment power with respect to the shares shown. The number of shares
shown as beneficially owned by all Directors and executive officers totals less
than 1% of the outstanding Common Stock. No Director or executive officer
beneficially owns any Chase preferred stock.
8
<PAGE> 14
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Amount and Nature of
Name of Individual Beneficial Ownership(1)
- ------------------------------------- -----------------------
<S> <C>
Frank A. Bennack Jr. 7,630
Susan V. Berresford 2,860
M. Anthony Burns 4,758
H. Laurance Fuller 12,115
Melvin R. Goodes 6,790
William H. Gray III 5,134
George V. Grune 8,990
William B. Harrison Jr. 420,338(2)(3)
Harold S. Hook 43,379(4)
Helene L. Kaplan 8,174
Thomas G. Labrecque 785,822(2)
Edward D. Miller 441,372(2)(3)
Henry B. Schacht 7,193
Walter V. Shipley 819,453(2)(3)
Andrew C. Sigler 8,153
John R. Stafford 9,250(5)
Peter J. Tobin 155,890(2)(3)
Marina v.N. Whitman 6,458
All Directors and executive officers
as a group (20 persons) 2,826,518
</TABLE>
(1) The amounts reported include shares of Common Stock, receipt of which has
been deferred under deferred compensation plan arrangements as follows: Ms.
Berresford 500 shares; Mr. Burns 1,898 shares; Mr. Fuller 3,015 shares; Mr.
Gray 1,755 shares; Mr. Grune 357 shares; Mr. Harrison 29,833 shares; Mr.
Hook 2,185 shares; Mr. Miller 30,539 shares; Mr. Schacht 3,015 shares; Mr.
Shipley 59,472 shares; Mr. Stafford 1,126 shares; Mr. Tobin 6,107 shares;
and all Directors and executive officers as a group 144,168 shares.
The amounts reported also include the number of units of Common Stock
equivalents held by certain Directors under deferred compensation
arrangements, including units credited to outside Directors in liquidation
of retirement benefits, entitling each such Director, upon termination of
service, to receive a cash payment for each unit equal to the fair market
value at that time of a share of Common Stock as follows: Mr. Bennack 4,274
units, Ms. Berresford 2,256 units; Mr. Burns 2,256 units; Mr. Fuller 4,940
units; Mr. Goodes 3,690 units; Mr. Gray 3,059 units; Mr. Grune 5,839 units;
Mr. Hook 22,940 units; Mrs. Kaplan 4,274 units; Mr. Schacht 3,970 units; Mr.
Sigler 4,978 units; Mr. Stafford 5,700 units; Dr. Whitman 3,690 units; and
all Directors as a group 137,332 units.
(2) The amounts reported include shares of Common Stock which could be acquired
on or before March 1, 1997, through the exercise of stock options and/or
stock appreciation rights (SARs) as follows: Mr. Harrison 312,500 shares;
Mr. Labrecque 557,891 shares; Mr. Miller 303,307 shares; Mr. Shipley 570,750
shares; and Mr. Tobin 97,333 shares. The amounts reported also include
shares of Common Stock which may be received at the end of a restricted
period as a result of awards of restricted stock and/or restricted stock
units as follows: Mr. Harrison 40,432 shares; Mr. Labrecque 101,900 shares;
Mr. Miller 49,112 shares; Mr. Shipley 64,669 shares; and Mr. Tobin 23,726
shares.
(3) The amounts reported include Common Stock allocated to accounts under a
Section 401(k) plan as follows: Mr. Harrison 5,359 shares; Mr. Miller 17,239
shares; Mr. Shipley 26,276 shares; and Mr. Tobin 8,818 shares.
(4) The amount reported includes beneficial ownership of 92 shares of Common
Stock owned through a controlled corporation.
(5) The amount reported includes 300 shares held by Mr. Stafford's spouse as to
which Mr. Stafford disclaims beneficial ownership.
9
<PAGE> 15
EXECUTIVE COMPENSATION
COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICIES
The Compensation and Benefits Committee, which consists solely of
non-employee Directors, administers the executive compensation programs of the
Corporation and its subsidiaries and determines the compensation of senior
management.
Chase's compensation program seeks to attract, retain and motivate top
quality professionals. Our compensation policy for executive officers emphasizes
performance-based pay over fixed salary and uses long-term pay based on the
performance of Chase's stock in order to further align the interests of senior
management with Chase's stockholders. Chase seeks to provide compensation levels
that are competitive with those provided by the appropriate peer groups of
financial institutions in each of the markets and businesses in which Chase
competes. During 1996, the Committee again received reports and information from
independent consultants that confirmed that the program remains competitive and
is able to meet its objectives.
Peer groups will differ for each of the businesses headed by executive
officers and, in general, will consist for each business of those comparable
financial institutions that compete in the same markets and seek to sell similar
groups of financial services and products. Appropriate peer groups will change
over time and will not necessarily correspond to the large list of institutions
that make up the money center bank indices shown on page 12 of the Proxy
Statement.
CASH COMPENSATION. An executive officer's cash compensation is made up of
base salary and an annual performance bonus. For each executive, the Committee
reviews salaries paid to similarly situated executives in a peer group of other
U.S. bank holding companies. A particular executive's actual salary will be set
based on this competitive review and the executive's performance, level of
experience and Chase's emphasis on performance-based rather than salary-based
compensation. In general, base salaries are not reviewed more often than every
24 months.
Annual performance bonuses are awarded based on the executive's success in
achieving corporate, business unit and individual performance goals to the
extent consistent with the deductibility of such awards under the Key Executive
Performance Plan (KEPP) described below. In setting these awards, the Committee
takes account of data and trends in the appropriate peer groups.
Quantitative performance goals may vary from year to year, and may include
income before income tax expense, return on common equity, earnings per share
growth, loan charge-offs, the ratio of non-performing assets to total assets and
the efficiency ratio of non-interest expense to the sum of total net interest
income and non-interest revenue. Qualitative measures include the Committee's
assessment of the executive's success in carrying out the Chase Vision and
exemplifying the Chase Values.
Each executive is required to defer a portion of each annual performance
bonus in excess of a certain amount. The deferred amount may be paid out over a
several year period or upon retirement and is subject to certain forfeiture
provisions upon termination of employment.
For 1996, awards to members of the Office of the Chairman were based solely
on corporate performance, and were made under KEPP. Awards to Mr. Tobin were
also based solely on corporate performance, and were made under the
Corporation's Performance Bonus Program. The 1996 awards gave primary
consideration to income before income tax expense and efficiency ratios. All of
the Corporation's 1996 operating goals were met or exceeded while successfully
completing the merger of The Chase Manhattan Corporation and Chemical Banking
Corporation. In early 1996, special merger-related bonus awards were made under
KEPP to Mr. Shipley, Mr. Labrecque, Mr. Miller and Mr. Harrison. These awards
were contingent upon the successful completion of the merger and satisfaction of
corporate performance criteria as provided under the KEPP and are payable over a
three year period.
10
<PAGE> 16
EQUITY BASED COMPENSATION. Chase believes that the grant of significant
annual equity awards further links the interests of senior management and
Chase's stockholders. The Committee sets targeted ranges for equity-based awards
for each executive based upon the award practices of a peer group of U.S. bank
holding companies. Actual awards reflect the Committee's assessment of the
individual's current and potential contribution to Chase's success.
In January 1996, the Committee granted stock options to executive officers.
In July 1996, the Committee granted performance accelerated restricted stock
units to executive officers. Half of the units would vest after five years of
continual employment or, if earlier, when the price of Chase's Common Stock
averaged $100 for a ten day period. The $100 target price was met on February
21, 1997. Twenty-five percent of the units will vest only when the Common Stock
price averages $110 for a ten day period before July 16, 2001 and the remaining
twenty-five percent of the units will vest only when the Common Stock price
averages $120 for a ten day period before July 16, 2001; share units will be
forfeited if such targets are not met by July 16, 2001. Pro rata awards are made
in case of retirement or involuntary termination. All awards vest in case of
death or disability after July 16, 1997.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
In 1994, our stockholders approved KEPP, a plan that allows Chase a tax
deduction for incentive compensation payments to the Chief Executive Officer and
the other four most highly paid executive officers. Absent KEPP, such incentive
compensation payments would not be deductible to the extent such amounts for any
such officer in any year exceeded $1 million. In administering this plan, the
Committee will promote its policy of maximizing corporate tax deductions,
wherever feasible.
Under the plan, the Committee sets an objective formula under which a bonus
pool amount will be created and allocates a percentage of this pool to each
participant. This calculation sets the amount of incentive compensation (that
is, annual performance bonus, merger-related bonus and stock awards other than
options awarded under the 1996 Long-Term Incentive Plan) for each participant.
There is a separate limit that no participant may receive compensation greater
than .002 of Chase's income before income tax expense, extraordinary items and
effect of accounting changes in the calendar year plus one half of any amount
unused from the prior year. The Committee may reduce any incentive awards
determined pursuant to this formula based on its evaluation of other factors.
COMPENSATION ACTIONS IN 1996
Although final data for calendar year 1996 are not available, Chase
believes that total compensation amounts for executive officers (base salary,
annual bonus and equity-based awards) place Chase in the 75th percentile of
compensation levels of applicable peer groups.
In accordance with the Committee's general practice of reviewing base
salary not more often than 24 months, Mr. Shipley's base salary was increased in
May of 1996 to $950,000. The Committee last granted a base salary increase to
Mr. Shipley effective January 1, 1994 in recognition of his promotion at that
time to Chairman and Chief Executive Officer.
For 1996, the Committee, with the approval of the Board of Directors,
awarded Mr. Shipley under KEPP a performance bonus of $3,093,750 (a portion of
which was mandatorily deferred) and 4,401 restricted stock units which vest
after three years. This award reflects the achievement of a 20% increase in net
income before merger-related restructuring costs, continued strong asset quality
and an improvement in the Corporation's efficiency ratio to 58.7%. Return on
average common stockholders' equity, excluding merger costs, was 18.7% for 1996
compared with 16.3% in 1995. Net income, before merger-related restructuring
costs, was $3.6 billion compared to $3.0 billion in 1995. During 1996,
non-performing assets declined by 31%, or $513 million. Mr. Shipley had been
awarded $2.131 million and 4,669 restricted stock units for 1995 and $1.65
million for 1994. Also in 1996, the Committee, with the approval of the Board of
Directors, awarded a special merger-related bonus of $5 million under KEPP to
Mr. Shipley, payable in three equal installments in June 1996, September 1997
and December 1998.
11
<PAGE> 17
The Committee, with the approval of the Board of Directors, awarded Mr.
Shipley 60,000 restricted stock units and options to purchase 120,000 shares of
Common Stock with an exercise price per share of $57.5625 (the average market
price per share of the Common Stock on the date of the grant). As mentioned
above, the restricted stock units vest when the Common Stock price averages
certain prices for ten consecutive business days. One-half of the units vested
when the first target was met on February 21, 1997. In the event that the first
target had not been attained before July 16, 2001, one-half of the 1996 award
would have vested on that date and the remaining one-half would be forfeited.
The options vest pro rata over a three year period or, if earlier, upon
retirement if such retirement commences at least one year after the options were
awarded.
Dated as of March 18, 1997
COMPENSATION AND BENEFITS COMMITTEE
H. Laurance Fuller (Vice Chairman)
Melvin R. Goodes
William H. Gray III
J. Bruce Llewellyn
John R. Stafford (Chairman)
------------------------------------------------------------------------
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN.
Below is a line graph which compares the yearly percentage change in the
cumulative total stockholder return of Chase's Common Stock against the
cumulative total return of the S&P 500 Index and the KBW 50 and KBW Money Center
Banks indices for each of the five years in the period commencing December 31,
1991 and ending December 31, 1996. Keefe, Bruyette & Woods, Inc. (KBW) is a
banking industry specialist. The results are based on an assumed $100 invested
on December 31, 1991 and reinvestment of dividends. For each index, total return
is based on market capitalization of its components.
[CHART]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Chase $100.00 $188.06 $201.90 $188.81 $318.61 $499.47
S&P 500 $100.00 $107.61 $118.48 $120.02 $165.12 $203.03
KBW 50 $100.00 $127.42 $134.48 $127.82 $204.41 $289.15
KBW Money Center Banks $100.00 $140.66 $171.41 $169.34 $275.42 $407.21
</TABLE>
12
<PAGE> 18
EXECUTIVE COMPENSATION TABLES
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------------
Awards
-------------------------- Payouts
Annual Compensation(2) Restricted Securities ----------
--------------------------------------- Stock Underlying LTIP
Special Awards Options/SARs Payouts
Name and Principal Position Year Salary($) Bonus($) Bonus($) ($)(3) Granted(#) ($)(6)
- --------------------------- ---- --------- ---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Walter V. Shipley 1996 $903,846 $3,093,750 $1,666,667 $2,378,750(4) 120,000 $1,343,750
Chairman and Chief 1995 850,000 2,131,250 0 1,215,000(5) 120,000 1,267,500
Executive Officer 1994 846,154 1,650,000 0 778,750(5) 120,000 0
Thomas G. Labrecque(1) 1996 888,024 2,656,250 1,666,667 2,069,688(4) 104,000 0
President and Chief 1995 870,000 2,600,000 0 1,289,062 52,000 3,000,000
Operating Officer 1994 820,000 2,600,000 0 0 41,600 0
Edward D. Miller 1996 740,385 2,218,750 833,333 1,760,625(4) 90,000 1,007,813
Senior Vice Chairman 1995 700,000 1,562,500 0 897,188(5) 90,000 950,625
1994 696,154 1,175,000 0 584,063(5) 90,000 0
William B. Harrison Jr. 1996 640,385 2,218,750 666,667 1,514,062(4) 75,000 839,844
Vice Chairman 1995 600,000 1,431,250 0 760,156(5) 75,000 792,188
1994 596,154 1,150,000 0 486,719(5) 75,000 0
Peter J. Tobin 1996 453,846 775,000 0 814,688(4) 40,000 386,328
Chief Financial Officer 1995 400,000 600,000 0 333,875(5) 36,000 364,406
1994 398,077 525,000 0 214,156(5) 33,000 0
<CAPTION>
All Other
Compensation
Name and Principal Position ($)(7)
- --------------------------- ------------
<S> <C>
Walter V. Shipley $ 6,000
Chairman and Chief 6,000
Executive Officer 6,000
Thomas G. Labrecque(1) 39,466
President and Chief 38,613
Operating Officer 36,430
Edward D. Miller 24,306
Senior Vice Chairman 25,698
25,903
William B. Harrison Jr. 6,000
Vice Chairman 6,000
6,000
Peter J. Tobin 19,300
Chief Financial Officer 19,826
20,283
</TABLE>
- ---------------
(1) Mr. Labrecque became an executive officer of the Corporation on March 31,
1996 (the Merger Date). Compensation paid or awarded to Mr. Labrecque by Old
Chase in 1994 and 1995 is included for informational purposes. Information
provided for 1996 includes compensation paid or awarded to him by Old Chase
between January 1, 1996 and the Merger Date. The amount of all stock-based
compensation granted by Old Chase prior to the Merger Date is the original
amount of the award times 1.04, which is the rate at which all Old Chase
common stock was exchanged for shares of Common Stock.
(2) Includes amounts paid or deferred during each year. In 1996, special
merger-related bonuses were awarded as follows: Mr. Shipley $5,000,000; Mr.
Labrecque $5,000,000; Mr. Miller $2,500,000; and Mr. Harrison $2,000,000.
These bonuses were made payable in three equal installments in June 1996,
September 1997 and December 1998. The amount shown for each in the column
entitled "Special Bonus" for 1996 is the amount paid in 1996.
(3) All awards of restricted stock units are or were subject to certain vesting
requirements including continued employment and are valued as of the date of
grant. Dividend equivalents are payable on all restricted stock units and
restricted stock. As of December 31, 1996, the number and aggregate market
value of restricted stock and restricted stock units (including those
restricted stock units reflected in the Long-Term Incentive Plan Awards
Table which are subject to forfeiture if the applicable target prices are
not met by July 16, 2001 and awards of restricted stock units on January 21,
1997) were as follows: Mr. Shipley: 69,070 ($6,173,131); Mr. Labrecque:
105,624 ($9,440,145), Mr. Miller: 52,159 ($4,661,711); Mr. Harrison: 43,479
($3,885,936); and Mr. Tobin 24,539 ($2,193,173).
(4) Certain 1996 awards of restricted stock units provided for vesting on July
16, 2001, or if earlier, whenever Common Stock traded at an average of $100
per share for 10 consecutive business days as follows: Mr. Shipley 30,000
shares; Mr. Labrecque 26,250 shares; Mr. Miller 22,500 shares; Mr. Harrison
18,750 shares and Mr. Tobin 11,250 shares. Such awards were made at a stock
price of $65.75 per share and vested on February 21, 1997.
(5) The 1994 awards of restricted stock units provided for vesting on January 1,
1999 or, if earlier, whenever the Common Stock traded at the target price
per share for 10 consecutive business days. The following 1995 awards
provided for vesting on January 1, 2000 or, if earlier, whenever the Common
Stock traded at the target price per share for 10 consecutive business days:
Mr. Shipley 20,000 shares; Mr. Miller 15,000 shares; Mr. Harrison 12,500
shares; and Mr. Tobin 6,000 shares. These units have vested.
(6) The 1995 payments to Messrs. Shipley, Miller, Harrison and Tobin represent
payouts of a portion of restricted stock units granted in 1994 and 1995, the
vesting of which was contingent upon Common Stock price targets being
reached by 1999 and 2000. The 1996 payments to these persons represent
payouts of the remaining portions of these units when the Common Stock price
target for those units was met. The 1995 payment to Mr. Labrecque was made
pursuant to an Old Chase award which was contingent upon certain stock price
targets being met by 1996; the targets were met in 1995. In all cases, had
the stock price targets not been met prior to the end of the vesting period,
the payments would have been forfeited.
(7) Principally includes employer contributions under Section 401(k) plans and
related defined benefit plans, except in the case of Messrs. Miller and
Tobin, where such amounts include company-paid premiums for split-dollar
life insurance for 1996, 1995 and 1994 as follows: Mr. Miller $18,306,
$19,698 and $20,903 and Mr. Tobin $13,300, $13,826 and $14,283.
13
<PAGE> 19
II. STOCK OPTION/SAR GRANTS TABLE -- 1996 GRANTS
<TABLE>
<CAPTION>
% of Total
# of Options/SARs
Securities Granted Exercise
Underlying to All or Base Grant Date
Options/SARs Employees Price Expiration Present
Name Granted(1) in 1996 ($/Share) Date Value(2)(3)
- ------------------------ ------------ ------------ --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Walter V. Shipley 120,000 .80 $57.5625 1/16/06 $1,857,600
Thomas G. Labrecque 104,000 .69 59.4952 1/17/06 1,664,000
Edward D. Miller 90,000 .60 57.5625 1/16/06 1,393,200
William B. Harrison Jr. 75,000 .50 57.5625 1/16/06 1,161,000
Peter J. Tobin 40,000 .27 57.5625 1/16/06 619,200
</TABLE>
- ---------------
(1) All nonqualified stock options; no SARs were granted to any employee during
1996. Options become exercisable in three equal annual installments
beginning on January 16, 1997, 1998 and 1999; except that all of Mr.
Labrecque's options became exercisable on January 17, 1997. Mr. Labrecque's
options were converted into options for Common Stock at the 1.04 exchange
rate and assumed by Chase on March 31, 1996.
(2) Present values on the grant dates were determined by using the Black-Scholes
option pricing model modified to take dividends into account. The model as
applied used the applicable grant dates and the exercise prices shown on the
table, and the fair market value of Common Stock on the respective grant
dates, which was in each case the same as the exercise price. The model
assumed (i) a risk-free rate of return of 5.705%, which was the implied rate
on 10-year U.S. Treasury zero coupon bonds on the grant date; (ii) a stock
price volatility of 24.57%, based on the average of historical volatility
for each of the 36 month and 60 month periods ending on the grant date;
(iii) a constant dividend yield of 3.5%, which was based on the historical
Common Stock dividend as of the grant date; and (iv) the exercise of all
options on the final day of their 10-year terms. No discount from the
theoretical value was taken to reflect the waiting period prior to vesting,
the restrictions on the transfer of the options and the likelihood of the
options being exercised in advance of the final day of their terms.
(3) There is no assurance that the values actually realized upon the exercise of
these options will be at or near the present values shown in the table as of
the date of grant. The Black-Scholes option pricing model is a widely used
mathematical formula for estimating option values that incorporates various
assumptions that may not hold true over the 10-year life of these options.
For example, assumptions are required about the risk-free rate of return as
well as about the dividend yield on Common Stock and the volatility of the
Common Stock over the 10-year period. Also, the Black-Scholes model assumes
that an option holder can sell the option at any time at a fair price that
includes a premium for the remaining time value of the option. However, an
optionee can realize an option's value before maturity only by exercising
and thereby sacrificing the option's remaining time value. Although the
negative impact of this and other restrictions on the value of this type of
option is well recognized, there is no accepted method for adjusting the
theoretical option value for them. The values set forth in the table should
not be viewed in any way as a forecast of the performance of our Common
Stock, which will be influenced by future events and unknown factors.
III. AGGREGATED STOCK OPTION/SAR EXERCISES IN 1996 AND
OPTION/SAR VALUES AS OF YEAR-END 1996
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs In-the-Money Options/SARs
Acquired on Value as of December 31, 1996 as of December 31, 1996(1)
Exercise Realized ----------------------------- -----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Walter V. Shipley 0 0 530,750 240,000 $31,425,406 $ 9,200,000
Thomas G. Labrecque 0 0 453,891 104,000 29,055,568 3,107,499
Edward D. Miller 0 0 273,307 180,000 14,845,220 6,900,000
William B. Harrison Jr. 0 0 287,500 150,000 16,339,875 5,750,000
Peter J. Tobin 91,888 $3,834,640 84,000 75,000 4,011,250 2,836,812
</TABLE>
- ---------------
(1) Value based on $89.375 closing price per share of Common Stock on December
31, 1996.
14
<PAGE> 20
IV. LONG-TERM INCENTIVE PLAN AWARDS IN 1996(1)
<TABLE>
<CAPTION>
Payout if
average price of
Common Stock for
10 consecutive
Number of business days is
Restricted Performance Period Until ----------------
Name Stock Units (#) Maturation or Payout $110 $120
- ------------------------ ---------------- ------------------------ ------ ------
<S> <C> <C> <C> <C>
Walter V. Shipley 30,000 7/16/96-7/16/01 15,000 15,000
Thomas G. Labrecque 26,250 7/16/96-7/16/01 13,125 13,125
Edward D. Miller 22,500 7/16/96-7/16/01 11,250 11,250
William B. Harrison Jr. 18,750 7/16/96-7/16/01 9,250 9,250
Peter J. Tobin 11,250 7/16/96-7/16/01 5,625 5,625
</TABLE>
- ---------------
(1) All of the restricted stock units shown will be forfeited if the applicable
target prices are not met by July 16, 2001. All payouts are denominated in
shares of Common Stock.
RETIREMENT BENEFITS AND EMPLOYMENT CONTRACTS
CHASE RETIREMENT PLAN. Most salaried employees of our subsidiary companies
which have adopted the Chase Retirement Plan earn benefits under the Plan if
they have been employed for at least one year. Benefits generally become vested
after five years of service. On a monthly basis, a bookkeeping account in a
participant's name is credited with an amount equal to a percentage of the
participant's salary depending on years of credited service, as follows:
<TABLE>
<CAPTION>
Years of Credited Service % of Salary
- -------------------------- -----------
<S> <C>
less than 4 4
4-6 5
7-10 6
11-15 8
16-20 10
21-25 12
26 or more 14
</TABLE>
These accounts also receive interest credits based on average U.S. Treasury
Bill rates for the previous year plus 1%. In addition, certain annuity benefits
earned by participants under prior plans of Old Chase, as of December 31, 1988,
or the Corporation, as of December 31, 1996, were converted to additional credit
balances under the Chase Retirement Plan as of January 1, 1997. When a
participant terminates employment, the amount credited to the participant's
account is converted into an annuity or paid to the participant in a lump sum.
SUPPLEMENTAL RETIREMENT BENEFITS. Supplemental retirement benefits are
provided to all of the executive officers and certain other participants under
various unqualified, unfunded plans. Unfunded benefits are provided to certain
employees, including each executive officer, whose benefits under the Chase
Retirement Plan are limited by type of compensation or amount under applicable
Federal tax laws and regulations. Designated employees may also receive an
unfunded annual benefit at retirement equal to the percentage of final average
base pay multiplied by years of service reduced by the amount of all benefits
received under the Chase Retirement Plan and other nonqualified unfunded
arrangements. Chase also provides a fixed retirement benefit per year of service
to certain designated persons.
ESTIMATED ANNUAL RETIREMENT BENEFITS PAYABLE TO EXECUTIVE OFFICERS. The
following table shows the estimated annual retirement benefits, including
supplemental retirement benefits under the plans applicable to the individuals,
which would be payable to each executive officer listed if he were to retire at
age 65 (except in the case of Mr. Miller, whose benefit is as of April 1, 1997,
his scheduled retirement date) at his 1996 base salary and payments were made in
the form of a joint and 50% surviving spouse annuity, which is the normal form
of payment for married employees.
15
<PAGE> 21
Estimated Annual Retirement Benefits
<TABLE>
<CAPTION>
Year of
Name 65th Birthday Estimated Annual Benefit(1)
- --------------------------- ------------- ---------------------------
<S> <C> <C>
Walter V. Shipley 2000 $ 738,438
Edward D. Miller 2005 421,205
William B. Harrison Jr. 2008 544,270
Peter J. Tobin 2009 427,107
</TABLE>
- ---------------
(1) Amounts include (i) interest credits for cash balances projected to be 6.6%
per annum on annual salary credits and 8.25% per annum on prior service
balances, if any, and (ii) accrued benefits as of December 31, 1996 under
retirement plans then applicable to the named executive officer. Benefits
are not subject to any deduction for Social Security payments.
OLD CHASE PARTICIPANTS. Certain persons who were participating in the Old
Chase retirement plans and had met certain age and service requirements as of
December 31, 1988, including Mr. Labrecque, may elect to have retirement
benefits (including supplemental retirement plan benefits) for all of their
years of service up to their retirement calculated according to a formula (Old
Formula) which is determined by years of service not to exceed 40 years less a
part of the Social Security benefit payable to the employee. This benefit is
payable in the form of an annuity. If there are survivorship benefits, then the
benefits are reduced on an actuarial basis. The following table illustrates the
estimated annual retirement benefit payable under the Old Formula (before any
reduction for Social Security benefits) as a joint and 50% surviving spouse
annuity to any employee retiring at normal retirement age in specified average
covered compensation and years-of-service classifications. The amount of covered
compensation for 1996 under the Old Formula (including the Bank's Supplemental
Retirement Plan) for Mr. Labrecque was $1,350,000 and his credited period of
service at the end of 1996 for purposes of the Old Formula was 32 years and six
months.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
------------------------------------
Remuneration 30 35 40
- ------------ -------- -------- ----------
<S> <C> <C> <C>
$ 750,000 $431,250 $468,750 $ 506,250
1,000,000 575,000 625,000 675,000
1,250,000 718,750 781,250 843,750
1,500,000 862,500 937,500 1,012,500
</TABLE>
EMPLOYMENT CONTRACTS. Certain senior officers, including Mr. Tobin, would
each receive under employment and severance arrangements a cash severance
payment on an involuntary termination of employment on or before December 31,
1997 (other than for cause, death or disability) or a termination for "good
reason" on or before such date (where good reason includes matters related to
the officer's compensation and role in Chase). This cash payment would be equal
to the product of two times the sum of the officer's (i) current annual rate of
salary, plus (ii) bonus based on the officer's average bonus for the past five
years (expressed as a percentage of salary multiplied by his current annual rate
of salary). In the event of a termination qualifying one of these officers for
severance, the officer would receive continued coverage under the applicable
welfare benefit plans for two years and the officer's employee stock options
granted prior to the Merger Date would become vested and exercisable for a
period of time after such termination. Restricted stock units granted prior to
the Merger Date would also become vested. If the officer were to incur federal
excise tax in certain circumstances on any severance payment or benefit, the
officer would be entitled to an additional cash payment to put the officer in
the same position as if such excise tax were not applicable.
16
<PAGE> 22
ADDITIONAL INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Our Directors and
executive officers file reports with the Securities and Exchange Commission and
the New York Stock Exchange indicating the number of shares of any class of our
equity securities they owned when they became a Director or executive officer
and, after that, any changes in their ownership of our equity securities. Copies
of any of these reports must also be provided to us. These reports are required
by Section 16(a) of the Securities Exchange Act of 1934. We have reviewed the
copies of the reports which we have received and written representations from
the individuals required to file the reports. Based on this review, we believe
that each of our executive officers and Directors has complied with applicable
reporting requirements for transactions in our securities during 1996, except
for Mr. Schacht who inadvertently filed a late Form 4 reporting the sale of 53
shares of Common Stock.
EXTENSIONS OF CREDIT TO DIRECTORS AND OFFICERS. Our subsidiaries have made
loans and extended credit, and expect in the future to make loans and extend
credit, in the ordinary course of business to our Directors, officers and their
associates, including corporations of which a Director is a director, officer or
both. None of these loans is preferential or nonperforming.
DIRECTOR AND OFFICER TRANSACTIONS AND OTHER BUSINESS RELATIONSHIPS. In the
ordinary course of business, we use the products or services of a number of
organizations of which Directors are officers or directors and in the future we
expect to have similar transactions with such organizations. Mrs. Kaplan is Of
Counsel to a law firm that provides certain legal services to us from time to
time. We believe that these transactions were on terms that were at least as
favorable to us as would have been available from other service providers.
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
No member of the Compensation and Benefits Committee is or ever was a Chase
officer or employee. No member of the Committee is, or was during 1996, an
executive officer of another company whose board of directors has a comparable
committee on which one of Chase's executive officers serves. None of our
executive officers is, or was during 1996, a member of a comparable compensation
committee of a company of which any of our Directors is an executive officer.
------------------------------------------------------------------------
PROPOSAL 2: APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of Price Waterhouse LLP, 1177
Avenue of the Americas, New York, New York 10036, as independent accountants to
examine the financial statements of the Corporation and its subsidiaries for the
year ending December 31, 1997, and to perform other appropriate accounting
services. A resolution will be presented to the meeting to ratify the
appointment. The affirmative vote of a majority of the number of votes entitled
to be cast by the Common Stock represented at the meeting is needed to ratify
the appointment. If the stockholders do not ratify the appointment of Price
Waterhouse LLP, the selection of independent accountants will be reconsidered by
the Board of Directors.
Price Waterhouse has examined the financial statements of Chase since 1965.
A member of Price Waterhouse will be present at the meeting and will be
available to respond to appropriate questions by stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION
OF THE APPOINTMENT OF PRICE WATERHOUSE LLP.
------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
If a majority of the shares of Common Stock entitled to vote at the meeting
are voted in favor of any of the following proposals, then the proposal will be
approved.
PROPOSAL 3: TERM LIMITS FOR DIRECTORS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, D.C. 20037, the holder of record of 314 shares of
Common Stock, has advised the
17
<PAGE> 23
Corporation that she plans to introduce the following resolution:
"RESOLVED: That the stockholders of The Chase Manhattan Corporation
recommend that the Board take the necessary steps so that future outside
directors shall not serve for more than six years."
The reasons given by the stockholder for such resolution are as follows:
"The President of the U.S.A. has a term limit, so do Governors of many
states."
"Newer directors may bring in fresh outlooks and different approaches with
benefits to all shareholders."
"No director should be able to feel that his or her directorship is until
retirement."
"Last year the owners of 26,859,566 shares, representing approximately 8.2%
of shares voting, voted for this resolution."
"If you AGREE, please mark your proxy FOR this resolution."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
The Board believes that adoption of an arbitrary limit on a Director's term
of office would deprive Chase of the benefit of its most experienced Directors.
We are a large and complex diversified financial services company. Directors
must approve Chase's overall business strategies and significant policies. In
the area of risk management, regulators, such as the Federal Reserve, have
emphasized the importance of active Board oversight in the identification,
measurement, monitoring and control of risks. These are matters which require
the Board as a whole to have a high degree of experience with Chase's management
and products, an understanding of the business and regulatory environment in
which Chase operates, and experience with different phases of the economic
cycle. The experience of members of the Audit and Examining Committees is a
factor which must, as a matter of law, be considered by the Board in selecting
among its members for service on those Committees.
Moreover, the effectiveness of the Board is enhanced by the cohesiveness
that is developed over a period of years working together under different
circumstances. Freshness of outlook and differences in approaches are achieved
by the Board's diversity of background.
The Board believes the proposed resolution would not be in the interests of
stockholders and accordingly, recommends that stockholders vote against this
resolution.
PROPOSAL 4: CUMULATIVE VOTING
John J. Gilbert, who is the owner of 410 shares, and Margaret R. and John
J. Gilbert, as executors of the Estate of Lewis D. Gilbert for 306 shares, and
both representing an additional family interest of 697 shares, have advised the
Corporation that they plan to introduce the following resolution:
"RESOLVED: That the stockholders of The Chase Manhattan Corporation,
assembled in annual meeting in person and by proxy, hereby request the
Board of Directors to take steps necessary to provide for cumulative voting
in the election of directors, which means each stockholder shall be
entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit."
The reasons given by the stockholders for such resolution are as follows:
"Continued strong support along the lines we suggest were shown at the 1994
annual meeting of the old Chase when 31.25%, an increase over the previous
year, 4,274 owners of 34,816,193 shares, were cast in favor of this
proposal. The vote against included unmarked proxies."
"California law provides that state pension and state college funds,
invested in shares must be voted in favor of cumulative voting proposals,
showing increasing recognition of its importance."
"The National Bank Act provides for cumulative voting. In many cases
companies get around it by forming holding companies without cumulative
voting. Banking authorities have the right to question the capability of
directors on banking boards. In many cases authorities come in after and
say the director or directors were not qualified. We were delighted to see
the SEC has finally
18
<PAGE> 24
taken action preventing bad directors from being on the boards of public
companies."
"Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another
example is Ingersoll-Rand, which has cumulative voting and won two awards.
In FORTUNE magazine it was ranked second in its industry as "America's Most
Admired Corporation" and the WALL STREET TRANSCRIPT noted "on almost any
criteria used to evaluate management, Ingersoll-Rand excels." Also, in 1994
and 1995 they raised their dividend. In the recent Lockheed-Martin merger
and at a special meeting of VWR Corporation, on the issuance of new shares
of EM Laboratories, a clause was put in that if anyone has 40% of the
shares cumulative voting would apply. We believe that Chase should follow
these examples."
"If you AGREE, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
Stockholders have rejected this or similar proposals each year they have
been presented since 1987 and the Board continues to believe it would not be in
the best interests of Chase or its stockholders to adopt this proposal.
Our Directors bring to Chase broad experience and proven competence in
their respective fields. Thirteen of Chase's sixteen Board nominees are
independent non-employee Directors and all are nominated by the Governance
Committee of the Board, which consists entirely of independent Directors. Each
Director is elected by a plurality of the votes cast at the annual meeting. In
1993, Chase eliminated the classification of the Board of Directors in the
belief that all Directors should be equally accountable at all times for the
Corporation's performance and that the will of the majority of stockholders
should not be impeded by a classified board.
In contrast to this approach, cumulative voting would permit the election
of a Director by relatively small groups of stockholders, and this is made more
likely in the absence of a classified Board. A Director elected by less than a
majority might regard himself or herself as representing only the special
interests of the particular group responsible for such Director's election. This
would introduce the possibility of factionalism and discord, hampering the
ability of the Board to work together and discouraging qualified individuals
from serving on the Board. There should not be a question as to whether a
Director is acting for the benefit of all stockholders or as the representative
of a special group.
The statement in support of this proposal makes reference to California
which eliminated mandatory cumulative voting for large, publicly held
corporations in 1989. The action is reflective of a major trend among states to
eliminate such requirements. The Board of Directors believes that strong
incentives, based on the desired success of Chase, already exist to foster sound
management.
The present system of electing Directors has enabled the Board to act for
the benefit of Chase and all Chase stockholders and should be retained.
Accordingly, the Board recommends a vote against this proposal.
PROPOSAL 5: INDEPENDENT DIRECTOR AS CHAIRMAN OF THE BOARD
The Teamsters Affiliates Pension Plan, 25 Louisiana Avenue, N.W.,
Washington, D.C. 20001, the holder of 35,900 shares of Common Stock, has advised
Chase that it intends to introduce the following resolution:
"RESOLVED: That shareholders urge the Board of Directors of Chase Manhattan
Corporation to amend the bylaws to require that an independent director who
is not currently the chief executive of the company serve as chair of the
board."
SUPPORTING STATEMENT:
When Chase Manhattan Corp. and Chemical Banking Corp. merged in 1996, the
new Chase became the largest U.S. bank with nearly $300 billion in assets;
this size amplifies the repercussions of every CEO decision. An added level
of oversight is important as Chase hopes to offer integrated banking in the
face of two major challenges: increasing its customer base and massive
downsizing.
19
<PAGE> 25
The Journal of Business Strategy (October, 1996) notes:
Whether [CEO Walter Shipley] can translate the bank's size and
diversity into distinctly higher profits . . . remains to be
seen . . . . Simply managing a merger that will result in the loss of
an estimated 12,000 jobs is likely to consume a lot of corporate
attention and energy. In the meantime, plenty of strong
competitors -- not just other commercial banks, but Wall Street firms,
mutual fund companies, and even software and telecommunications
companies -- will try to nab Chase's customers.
A survey conducted for the Greater New York Savings Bank after the merger
announcement is crucial and demands management's attention: "70 percent of
people responding believe the Chemical/ Chase merger is designed simply for
profit and disregards the needs of consumers. 60 percent . . . think that
the merger will result in higher banking fees, while nearly 59 percent
expect a decrease in the overall quality of service from the merged
bank . . . 52 percent . . . said they would change banks if the merger
causes them inconvenience."
In Newsweek's article "Corporate Killers," Mr. Shipley was questioned for
the elimination of 12,000 of 75,000 jobs at Chase:
For another classic example of how CEO's seem to have forgotten how to
deal with people, consider the recent combination of two giant New
York City banks, Chase Manhattan and Chemical. Those jobs would have
probably vanished without a takeover, but in a slower, more controlled
way. Thousands of little people were fired to save money, while the
new Chase kept 36 outside directors, who get big fat fees and dandy
retirement packages. [Chase now has 19 directors.]
In 1992 compensation expert Graef Crystal wrote of the Chemical merger:
bank mergers "divide employees into two classes: Those who get paid off and
those who get laid off."
In 1995, Shipley received bonus, salary, and options estimated at
$11,400,000. Compensation of this size may desensitize executives to
customers and terminated employees. Management must focus on the potential
fallout of downsizing; numerous studies demonstrate its negative effects on
long-term value.
Naming an independent board chairman would help maximize oversight of
management. Maintaining one chair and CEO allows old, inefficient ideas to
remain unchallenged. The board's ability to scrutinize critically
management plans is diluted when the board chair is also the chief
architect of any management plan.
Chase shareholders need assurance that the Chase is prepared to navigate
the merger successfully, expand its customer base and maintain a viable
workforce. An independent chairperson from outside the company can help
promote such results.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
The Board believes that it is not in the best interests of Chase and its
stockholders to adopt a by-law provision which would require the separation of
the positions of chairman of the board and chief executive officer. It is the
Board's view that it should be free to make this choice in a manner that seems
best for Chase at any point in time. The proposed by-law would instead require a
particular structure and deprive the Board of its flexibility.
The Board believes Chase is currently best served by having one person, Mr.
Shipley, serve as both Chairman and CEO, acting as a bridge between the Board
and the whole operating organization and providing critical leadership for the
post-merger Chase.
Board independence and oversight is maintained effectively through the
composition of the Board and through sound Board practices. Effective with the
Annual Meeting, Chase will have sixteen Directors, thirteen of whom are outside
directors. Each of the Board's Audit and Examining, Compensation and Benefits,
Governance, Public Policy and Trust, and Risk Policy Committees are composed of
and chaired by Directors who are not current or former officers of Chase.
20
<PAGE> 26
The Chase experience has been that the unification of the positions of
chairman and chief executive officer has been highly effective. The Corporation
has been successfully guided through two mergers of historic proportion. The
Chase-Chemical merger has benefited our stockholders, our customers, our
employees and the communities which we serve. Reductions in staff have been
carefully planned and considered and staffing decisions have been predicated
upon business needs as well as individual performance. We have provided to these
employees one of the most encompassing severance arrangements within or without
the financial services industry which include, in addition to a lump sum payment
based upon years of service, a retraining stipend and comprehensive job
placement services for as long the services are needed.
We recognize that people are our most valuable asset and are committed to
being the Employer of Choice. We offer all of our employees extensive career
development programs to ensure that they will be employable in an ever changing
world. In recognition of the success of the merger and the significant role each
employee played in that success, as well as to provide an incentive to continue
to build on that success, in December 1996 all Chase employees received stock
options as part of a program which will continue in 1997 and 1998.
The communities we serve have already begun to benefit from the additional
resources and expanded presence of the post-merger Chase. The community
development initiatives of both predecessor institutions have been enhanced by
the development of a $18.1 billion program.
As a result of the merger, Chase is raising service standards and making
available more and improved products to our customers. Repricing initiatives
have resulted in the reduction of many fees. Chase customers now have access to
the largest network of branches and ATMs in the metropolitan New York area.
Chase is the regional banking leader in the tri-state area of New York, New
Jersey and Connecticut with the largest market share in consumer deposits (23%)
and the leading small business bank in the tri-state area with 28% naming The
Chase Manhattan Bank as their lead bank. In a fall 1996 survey commissioned by
Chase of 400 customers and noncustomers to rate their new home equity lines of
credit, Chase scored 14% ahead of the peer bank average. In global banking
services, Chase has achieved recognized market leadership positions. In November
1996, AsiaRisk magazine named Chase the Top House in Asian Derivatives. Finance
Asia named Chase "Best Syndicated Loan House and Best Global Custodian/Regional
Custody". In January 1997, International Financing Review named Chase "Loan
House of the Year" -- the best in the United States, Asia and Latin America. In
its coverage of these achievements, the magazine cited Chase's seamless approach
in the midst of great change, as well as its professionalism and focus on speed
and quality.
The merger has improved stockholder value. The dividend payable on Common
Stock was increased from 50 cents to 56 cents a share beginning with the
dividend payable on April 30, 1996 and from 56 cents to 62 cents a share
beginning with the dividend payable April 30, 1997. The performance of the share
price is shown in the performance graph contained in this Proxy Statement.
While the Board disagrees with many of the statements advanced by the
proponents in support of their proposal, we do not believe it necessary to
counter or correct each such individual statement. However, if as the proponents
suggest, assurance is needed that Chase will be able to successfully navigate
the merger, expand its customer base, and maintain a viable workforce, we
believe those standards have been met. Accordingly, the Board recommends a vote
against this proposal.
21
<PAGE> 27
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 1998 ANNUAL MEETING
Stockholder proposals to be included in the Proxy Statement for our next
annual meeting of stockholders must be received by the Secretary of Chase not
later than November 28, 1997.
Also, under our By-laws, nominations for director or other business
proposals to be addressed at the meeting may be made by a stockholder entitled
to vote who has delivered a notice to the Secretary of Chase no later than the
close of business on February 19, 1998 and not earlier than January 20, 1998.
The notice must contain the information required by the By-laws.
These advance notice provisions are in addition to, and separate from, the
requirements which a stockholder must meet in order to have a proposal included
in the Proxy Statement under the rules of the Securities and Exchange
Commission.
Copies of our By-laws may be obtained from the Secretary.
ANTHONY J. HORAN
SECRETARY
22
<PAGE> 28
THE CHASE MANHATTAN CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS OF THE CHASE MANHATTAN CORPORATION ON MAY 20, 1997.
The undersigned stockholder appoints each of Michael M. Boone, David M.
Laney, and Charles W. Matthews attorney and proxy, with full power of
substitution, on behalf of the undersigned and with all powers the undersigned
would possess if personally present, to vote all shares of Common Stock of The
Chase Manhattan Corporation that the undersigned would be entitled to vote at
the above Annual Meeting and any adjournment thereof. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS INSTRUCTED BY YOU AND IN THE DISCRETION OF THE
PROXIES ON ALL OTHER MATTERS. IF NOT OTHERWISE SPECIFIED, SHARES WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE DIRECTORS.
VOTING BY MAIL. If you wish to vote by mailing this proxy, please sign
your name exactly as it appears on this proxy and mark, date and return it in
the enclosed envelope. When signing as attorney, executor, administrator,
trustee, guardian or officer of a corporation, please give your full title as
such.
VOTING BY TELEPHONE. If you wish to vote by telephone please follow
the instructions on the reverse side of the admission ticket.
CHASE EMPLOYEES. If you are a current or former employee of Chase and
have an interest in Common Stock through the 401(k) Savings Plan, your
proportionate interest as of January 31, 1997 is shown on this card and your
vote will provide voting instructions to the Trustee of the Plan. If no
instructions are given, the Trustee will vote the shares pursuant to the terms
of the Savings Plan.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY OR VOTE BY TELEPHONE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
[CHASE LOGO]
Admission Ticket
THE CHASE MANHATTAN CORPORATION
1997 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 20, 1997
9:30 A.M.
Dallas Museum of Art
1717 North Harwood
Dallas, Texas
[MAP OF DOWNTOWN DALLAS
WITH INSTRUCTIONS TO THE
DALLAS MUSEUM OF ART]
<PAGE> 29
Please mark
your votes
as this [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1--ELECTION OF DIRECTORS FOR [ ] WITHHELD FOR ALL [ ]
Nominees:
01 Frank A. Bennack, Jr. 09 Harold S. Hook
02 Susan V. Barresford 10 Helene L. Kaplan
03 M. Anthony Burns 11 Thomas G. Labrecque
04 H. Laurance Fuller 12 Henry B. Sehacin
05 Melvin R. Goodes 13 Walter V. Shipley
06 William H. Gray III 14 Andrew C. Sigler
07 George V. Grune 15 John R. Stafford
08 William B. Harrison Jr. 16 Marina v.N. Whitman
WITHHELD FOR: (Write nominee name(s) in the space provided below).
- --------------------------------------------------------------
2--APPOINTMENT OF
INDEPENDENT
ACCOUNTANTS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3, 4 AND 5.
Item 3--STOCKHOLDER
PROPOSAL--TERM LIMITS
FOR DIRECTORS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 4--STOCKHOLDER
PROPOSAL--CUMULATIVE
VOTING
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 5--STOCKHOLDER
PROPOSAL--
INDEPENDENT
DIRECTOR AS CHAIRMAN
OF THE BOARD
FOR [ ] AGAINST [ ] ABSTAIN [ ]
WILL ATTEND MEETING
YES [ ] NO [ ]
TO VOTE BY TELEPHONE AS INSTRUCTED BELOW, THERE IS NO NEED TO MAIL BACK YOUR
PROXY.
Signature(s) Date
-------------------------------------- --------------------
NOTE: Please sign as name appears above. When signing as attorney, executor,
administrator, trustee, guardian or officer of a corporation, please
give full title as such.
- ------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
IF YOU WISH TO VOTE BY TELEPHONE PLEASE FOLLOW THE INSTRUCTIONS BELOW.
We encourage you to take advantage of this convenient way to vote your Common
Stock for matters to be considered at the 1997 Annual Meeting of Stockholders
of The Chase Manhattan Corporation.
Have your proxy card in hand.
- - On a touch tone telephone call Toll-Free 1-888-266-6791 24 hours a day--7 days
a week.
- - Enter your eleven-digit personal identification number which is indicated in
the box located in the lower right corner of this instruction form.
Option 1: To vote as the Board of Directors recommends on all proposals,
Press 1 now. If you wish to vote on each proposal separately, Press 0 now.
WHEN YOU PRESS 1, YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED.
END OF CALL
Option 2: If you selected 0 to vote on each proposal separately, you will
hear the following instructions.
Proposal 1: To VOTE FOR ALL nominees, press 1;
To WITHHOLD FOR ALL nominees, press 9;
to WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee
for whom you DO NOT wish to vote.
Once you have completed voting for Directors, press 0.
Proposal 2: You may make your selection at any time.
To vote FOR, press 1
To vote AGAINST, press 2
To ABSTAIN, press 0
The instructions are the same for all remaining proposals.
YOUR VOTE WILL BE REPEATED AND YOU WILL HAVE AN OPPORTUNITY TO CONFIRM IT.
* You will be asked if you plan to attend the meeting. When prompted, please
respond.
If you vote by telephone, there is no need to mail back your proxy.
THANK YOU FOR VOTING
