CHASE MANHATTAN CORP /DE/, 424B3, 1999-02-04

CHASE MANHATTAN CORP /DE/
424B3, 1999-02-04
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
Filed pursuant to Rule 424 (b)(3)
Registration No. 333-70639

[CHASE MANHATTAN LOGO]

THE CHASE MANHATTAN CORPORATION

DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS

Affiliates of The Chase Manhattan Corporation, including Chase Securities Inc.,
may use this prospectus in connection with offers and sales in the secondary
market of senior or subordinated debt securities, preferred stock or depositary
shares of The Chase Manhattan Corporation or warrants to purchase those debt
securities, shares of preferred stock or depository shares. These affiliates may
act as principal or agent in those transactions. Secondary market sales made by
them will be made at prices related to market prices at the time of sale.

Of the series of debt securities issued and outstanding as of the date of this
prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:

<TABLE>
<CAPTION>
DEBT SECURITIES TICKER SYMBOL
- --------------- -------------
<S> <C>
7 3/4% Subordinated Notes Due 1999.......................... CMBOY
8% Subordinated Notes Due 1999.............................. CMBO
7 1/2% Subordinated Notes Due 2003.......................... CMBS
Floating Rate Subordinated Notes Due 2003................... CMBSX
Floating Rate Subordinated Notes Due August 1, 2003......... CMBSY
7 7/8% Subordinated Notes Due 2004.......................... CMBTX
8% Subordinated Notes Due 2004.............................. CMBT
6 1/2% Subordinated Notes Due 2005.......................... CMBU
6 1/4% Subordinated Notes Due 2006.......................... CMBV
6 1/8% Subordinated Notes Due 2008.......................... CMBAX
6 3/4% Subordinated Notes Due 2008.......................... CMBAA
6 1/2% Subordinated Notes Due 2009.......................... CMBBB
</TABLE>

Of the series of preferred stock issued and outstanding as of the date of this
prospectus that may be offered by use of this prospectus, the following are
listed on the New York Stock Exchange and have the following ticker symbols:

<TABLE>
<CAPTION>
PREFERRED STOCK TICKER SYMBOL
- --------------- -------------
<S> <C>
9.76% Cumulative Preferred Stock............................ CMBPRB
10.84% Cumulative Preferred Stock........................... CMBPRC
10.96% Cumulative Preferred Stock........................... CMBPRG
Adjustable Rate Cumulative Preferred Stock, Series L........ CMBPRL
Adjustable Rate Cumulative Preferred Stock, Series N........ CMBPRN
</TABLE>

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated January 29, 1999.
<PAGE> 2

IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT TO
THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION.

WE ARE OFFERING TO SELL THESE SECURITIES ONLY IN PLACES WHERE SALES ARE
PERMITTED.

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED IN THIS
PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN ITS DATE.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information About
the Company............................ 3
The Chase Manhattan Corporation.......... 4
Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements........................... 5
Description of Company Debt Securities... 5
Description of Heritage Chase Debt
Securities............................. 19
Description of MHC Subordinated
Securities............................. 26
Permanent Global Debt Securities......... 28
Description of Capital Stock............. 30
Experts.................................. 34
</TABLE>

2
<PAGE> 3

WHERE YOU CAN FIND MORE
INFORMATION ABOUT THE COMPANY

The Chase Manhattan Corporation (the "Company", which may be referred to as "we"
or "us") files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until our offering is completed;

(a) Annual Report on Form 10-K for the year ended December 31, 1997;

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;

(c) Current Reports on Form 8-K filed on January 21, 1998, January 28,
1998, March 17, 1998, April 24, 1998, May 20, 1998, June 15, 1998, July 24,
1998, July 30, 1998, September 2, 1998, September 8, 1998, September 11,
1998, September 29, 1998, October 23, 1998, November 18, 1998,
December 16, 1998 and January 22, 1999.

(d) The descriptions of our common stock and preferred stock contained
in our registration statements filed under Section 12 of the Securities
Exchange Act of 1934.

You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:

Office of the Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
212-270-4040

3
<PAGE> 4

THE CHASE MANHATTAN CORPORATION

GENERAL

The Company is a bank holding company registered under the Bank Holding Company
Act of 1956. We were organized as a Delaware corporation in 1968. As of
September 30, 1998, we were one of the largest banking institutions in the
United States, with $356 billion in assets and $23 billion in stockholders'
equity.

Through our subsidiaries, we conduct domestic and international financial
services businesses. Our principal bank subsidiaries are The Chase Manhattan
Bank, a New York banking corporation (the "Bank"), Chase Manhattan Bank USA,
National Association, headquartered in Delaware ("Chase USA"), and Chase Bank of
Texas, National Association, headquartered in Texas ("Chase Texas"). Our
principal non-bank subsidiary is Chase Securities Inc. ("CSI"), which is engaged
in securities underwriting and dealing.

BUSINESS

Our activities are internally organized, for operating purposes, into three
major business franchises. A brief description of these business franchises is
presented below.

Global Banking

Our Global Banking business included, as of September 30, 1998:

- - Global Markets, which conducts trading and sales of foreign exchange,
derivatives, fixed income securities and commodities and our asset/liability
management activities;

- - Global Investment Banking, which provides financing and advisory services to
corporations, financial institutions, financial sponsors and governments;

- - Corporate Lending, which provides credit and lending services to clients
globally;

- - Chase Capital Partners, which provides equity and mezzanine financing in the
United States and abroad;

- - Global Asset Management and Private Banking, which serves high net worth
individuals and families, and institutional, mutual fund and self-directed
investors located throughout the world;

- - Middle Market, which provides financial services to companies with annual
sales ranging from $10 million to $500 million; and

- - Chase Texas (other than its consumer and global services businesses), which is
the primary bank for more corporations than any other bank in Texas.

National Consumer Services

Our National Consumer Services business included, as of September 30, 1998:

- - Cardmember Services, which includes the fourth-largest bank credit card issuer
in the U.S. as of September 30, 1998, as well as Chase's international
consumer business;

- - Regional Consumer Banking, which maintains a leading share of primary banking
relationships among consumers and small businesses in the New York
metropolitan tri-state area and which also includes the consumer business of
Chase Texas;

- - Chase Home Finance, which is the third largest originator and fourth largest
servicer of residential mortgage loans in the U.S. as of September 30, 1998;
and

- - Diversified Consumer Services, a leading provider of automobile financing,
student lending and unsecured consumer lending.

Chase Technology Solutions

Chase Technology solutions combines Chase's Global Services businesses,
Information Technology and Operations and Electronic Commerce initiatives into a
single group. Global Services is a leading provider of information and
transaction services globally and includes custody, cash management, trust and
other fiduciary services.

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<PAGE> 5

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS

Our consolidated ratios of earnings to fixed charges and our consolidated ratios
of earnings to combined fixed charges and preferred stock dividend requirements
are as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits..... 1.77 1.82 1.66 1.90 1.86 1.62
Including Interest on Deposits..... 1.39 1.43 1.32 1.41 1.42 1.31
Earnings to Combined Fixed Charges
and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits..... 1.74 1.77 1.60 1.82 1.76 1.52
Including Interest on Deposits..... 1.38 1.41 1.30 1.38 1.38 1.27
</TABLE>

For purposes of computing the above ratios, earnings represent net income from
continuing operations plus total taxes based on income and fixed charges. Fixed
charges, excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense, one-third
(the proportion deemed representative of the interest factor) of rents, net of
income from subleases, and capitalized interest.

DESCRIPTION OF COMPANY
DEBT SECURITIES

The Company, which includes Chemical Banking Corporation prior to its merger
with The Chase Manhattan Corporation ("heritage Chase"), has issued debt
securities (the "Company Debt Securities") from time to time, including senior
debt securities (the "Company Senior Securities") and subordinated debt
securities (the "Company Subordinated Securities"). The following summary of
certain provisions of the Company Debt Securities and the indentures under which
they were issued (the "Company Indentures") is not complete. You should refer to
the Company Indentures, copies of which are exhibits to the registration
statement of which this prospectus is a part (Registration Statement File No.
333-70639; the "registration statement"). Section references below are to the
section in the applicable Company Indenture. The Company Debt Securities,
together with the other debt securities covered by this prospectus are referred
to as the "Debt Securities."

GENERAL

We have issued the Company Senior Securities under an Indenture, dated as of
December 1, 1989 (the "Company Senior Indenture"), between us and Bankers Trust
Company, as trustee. We have issued the Company Subordinated Securities under an
Indenture, as amended and restated as of December 15, 1992 (the "Company
Subordinated Indenture"), between us and U.S. Bank Trust National Association,
as trustee. The Company Debt Securities may be offered together with warrants to
purchase the Company Debt Securities, warrants to purchase shares of common
stock, warrants to purchase shares of preferred stock or currency warrants
entitling the holder to receive the cash value in U.S. dollars of the right to
purchase or the right to sell foreign currencies or composite currencies. A
supplement to this prospectus will describe the specific terms of any warrants
that may be issued.

Neither Company Indenture limits the amount of Company Debt Securities that we
may issue. Each Company Indenture provides that we may issue Company Debt
Securities up to the principal amount we authorize from time to time.

We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the Company Debt
Securities will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that the Company may itself

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<PAGE> 6

be recognized, and receives payment, as a creditor of those subsidiaries. Claims
of creditors of our subsidiaries other than the Company include substantial
amounts of long-term debt, deposit liabilities, federal funds purchased,
securities sold under repurchase agreements, commercial paper and other
short-term borrowings.

We have issued the Company Debt Securities only in fully registered form without
coupons. We may have issued some of the Company Debt Securities only as
permanent global Company Debt Securities. See "Permanent Global Debt Securities"
below. You will not be required to pay a service charge for any transfer or
exchange of the Company Debt Securities, but we may require payment of any taxes
or other governmental charges.

Unless a particular issue of Company Debt Securities is represented by a
permanent global note, we will pay the principal of (and premium, if any) and
interest, if any, on the Company Debt Securities at the corporate trust office
of the Bank in New York City. You may also make transfers or exchanges of the
Company Debt Securities at that location. We also have the right to pay interest
on any Company Debt Securities by check mailed to the registered holders of the
Company Debt Securities at their registered addresses. In connection with any
payment on a Company Debt Security, we may require the holder to certify
information to the Company. In the absence of that certification, we may rely on
any legal presumption to determine our responsibilities, if any, to deduct or
withhold taxes, assessments or governmental charges from the payment.

We may have issued some of the Company Debt Securities as original issue
discount Company Debt Securities. Original issue discount Company Debt
Securities bear no interest or bear interest at a below-market rate and will be
sold at a discount below their stated principal amount. Persons considering the
purchase, ownership or disposition of such original issue discount Company Debt
Securities should consult their own tax advisors concerning the United States
Federal income tax consequences to them with regard to the purchase, ownership
or disposition of those securities in light of their particular situations as
well as any consequences arising under the laws of any other taxing
jurisdiction.

Neither Company Indenture limits our ability to enter into a highly leveraged
transaction or provides you with any special protection in the event of such a
transaction. In addition, neither Company Indenture provides special protection
in the event of a sudden and dramatic decline in our credit quality resulting
from a takeover, recapitalization or similar restructuring of the Company.

COMPANY SENIOR SECURITIES

The Company Senior Securities are direct, unsecured general obligations of the
Company and constitute Senior Indebtedness having the same rank as our other
Senior Indebtedness. For a definition of Senior Indebtedness, see "Description
of Company Debt Securities -- Company Subordinated Securities -- Subordination"
below.

Limitation on Disposition of Stock of the Bank. The Company Senior Indenture
contains a covenant by us that, so long as any of the Company Senior Securities
are outstanding, neither we nor any Intermediate Subsidiary (as defined below)
will dispose of any shares of voting stock of the Bank, or any securities
convertible into, or options, warrants or rights to purchase shares of voting
stock of the Bank, except to the Company or an Intermediate Subsidiary. In
addition, the covenant provides that neither we nor any Intermediate Subsidiary
will permit the Bank to issue any shares of its voting stock, or securities
convertible into, or options, warrants or rights to purchase shares of its
voting stock, nor will we permit any Intermediate Subsidiary to cease to be an
Intermediate Subsidiary. However, this covenant is subject to our rights in
connection with our consolidation or merger with or into another person or a
sale of our assets. These restrictions also will not apply if (1) the
disposition of voting stock of the Bank, or any securities convertible into, or
options, warrants or rights to purchase shares of voting stock of the Bank, is
made for fair market value, as determined by the board of directors of the
Company or the Intermediate Subsidiary, and (2) after giving effect to the
transaction, we and any one or more of our Intermediate Subsidiaries will
collectively own at least 80% of the issued and outstanding voting stock of the
Bank or any successor to the Bank free and clear of any security interest. The
above covenant also does not restrict the Bank from being consolidated with or
merged into another domestic banking corporation, if after the merger

6
<PAGE> 7

or consolidation the Company, or its successor, and any one or more Intermediate
Subsidiaries own at least 80% of the voting stock of the resulting bank and no
event of default (and no event which, after notice or lapse of time or both,
would become an event of default) shall have happened and be continuing. The
Company Senior Indenture defines an Intermediate Subsidiary as a subsidiary (1)
that is organized under the laws of any domestic jurisdiction and (2) of which
all the shares of capital stock, and all securities convertible into, and
options, warrants and rights to purchase shares of capital stock, are owned
directly by the Company, free and clear of any security interest. As used above,
"voting stock" means a class of stock having general voting power under ordinary
circumstances irrespective of the happening of a contingency. The above covenant
would not prevent the Bank from engaging in a sale of assets to the extent
otherwise permitted by the Company Senior Indenture. (Section 1006).

Events of Default. The Company Senior Indenture defines an event of default
with respect to any series of Company Senior Securities as any one of the
following events:

(1) default in the payment of interest on any Company Senior Security
of that series and continuance of that default for 30 days;

(2) default in the payment of principal of (or premium, if any, on)
any Company Senior Security of that series at maturity;

(3) default in the deposit of any sinking fund payment and continuance
of that default for 5 days;

(4) failure by the Company for 60 days after notice to perform any of
the other covenants or warranties in the Company Senior Indenture
applicable to that series;

(5) (A) failure by the Company to pay indebtedness for money borrowed
by the Company, including Company Senior Securities of other series, in an
aggregate principal amount exceeding $25,000,000, at the later of final
maturity or the expiration of any applicable grace period or (B)
acceleration of the maturity of any of the Company's indebtedness for money
borrowed by the Company, including Company Senior Securities of other
series, in an aggregate principal amount exceeding $25,000,000, if that
failure to pay or acceleration results from a default under the instrument
giving rise to or securing the indebtedness for money borrowed by Chase and
is not rescinded or annulled within 30 days after due notice, unless the
default is contested in good faith by appropriate proceedings;

(6) certain events of bankruptcy, insolvency or reorganization of the
Company or the Bank; and

(7) any other event of default specified with respect to Company
Senior Securities of that series. (Section 501).

If any event of default with respect to Company Senior Securities of any series
occurs and is continuing, either the trustee or the holders of not less than 25%
in principal amount of the outstanding Company Senior Securities of that series
may declare the principal amount (or, if the Company Senior Securities of that
series are original issue discount securities, a specified portion of the
principal amount) of all Company Senior Securities of that series to be due and
payable immediately. No such declaration is required upon certain events of
bankruptcy. Subject to certain conditions, the holders of a majority in
principal amount of the outstanding Company Senior Securities of that series may
annul the declaration and waive past defaults (except uncured payment defaults
and certain other specified defaults) (Sections 502 and 513).

The Company Senior Indenture requires the trustee to, within 90 days after the
occurrence of a default known to it with respect to any outstanding series of
Company Senior Securities, give the holders of that series notice of the default
if uncured or not waived. The trustee may withhold the notice if it determines
in good faith that the withholding of the notice is in the interest of those
holders. However, the trustee may not withhold the notice in the case of a
payment default. The trustee may not give the above notice until 60 days after
the occurrence of a default in the performance of a covenant in the Company
Senior Indenture other than a covenant to make payment. The term "default" for
the purpose only of this provision means any event that is, or after notice or
lapse of time or both would become, an event of default with respect to Company
Senior Securities of that series. (Section 602).
7
<PAGE> 8

Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
Company Senior Indenture at the request or direction of any of the holders of
Senior Securities, unless the holders have offered to the trustee reasonable
security or indemnity. (Section 603). The Company Senior Indenture provides that
the holders of a majority in principal amount of outstanding Company Senior
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee for that series, or
exercising any trust or other power conferred on the trustee. However, the
trustee may decline to act if the direction is contrary to law or the Company
Senior Indenture. (Section 512).

The Company Senior Indenture includes a covenant requiring us to file annually
with the trustee a certificate of no default, or specifying any default that
exists. (Section 1007).

Defeasance and Covenant Defeasance. The Company Senior Indenture contains a
provision that, if made applicable to any series of Company Senior Securities,
permits the Company to elect (1) defeasance, which would discharge us from all
of our obligations (subject to limited exceptions) with respect to any Company
Senior Securities of that series then outstanding, and/or (2) covenant
defeasance, which would release us from our obligations under certain covenants
and the consequences of the occurrence of an event of default resulting from a
breach of these covenants or a cross-default. To make either of the above
elections, we must deposit in trust with the trustee money and/or U.S.
Government Obligations (as defined below) which through the payment of principal
and interest in accordance with their terms will provide sufficient money,
without reinvestment, to repay in full those Company Senior Securities. As used
in the Company Senior Indenture, U.S. Government Obligations are (A) direct
obligations of the United States or of an agency or instrumentality of the
United States, in either case that is or is guaranteed as a full faith and
credit obligation of the United States and that is not redeemable by the issuer
and (B) certain depositary receipts with respect to an obligation referred to in
Clause (A).

As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of Company Senior Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the defeasance or covenant defeasance and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if defeasance or covenant defeasance had not occurred. That
opinion, in the case of defeasance, but not covenant defeasance, must refer to
and be based upon a ruling received by us from the Internal Revenue Service or
published as a revenue ruling or upon a change in applicable Federal income tax
law.

If we exercise our covenant defeasance option with respect to a particular
series of Company Senior Securities, then even if there were a default under the
related covenant, payment of those Company Senior Securities could not be
accelerated. We may exercise our defeasance option with respect to a particular
series of Company Senior Securities even if we previously had exercised our
covenant defeasance option. If we exercise our defeasance option, payment of
those Company Senior Securities may not be accelerated because of any event of
default. If we exercise our covenant defeasance option and an acceleration were
to occur, the realizable value at the acceleration date of the money and U.S.
Government Obligations in the defeasance trust could be less than the principal
and interest then due on those Company Senior Securities. This is because the
required deposit of money and/or U.S. Government Obligations in the defeasance
trust is based upon scheduled cash flows rather than market value, which will
vary depending upon interest rates and other factors.

Modification of the Indenture. We and the trustee may modify the Company Senior
Indenture with the consent of the holders of not less than a majority in
principal amount of each series of outstanding Company Senior Securities
affected by the modification. However, without the consent of each affected
holder, no such modification may:

- - change the stated maturity of any Company Senior Security;

- - reduce the principal amount of (or premium, if any, on) any Company Senior
Security;

- - reduce the rate of payment of interest on any Company Senior Security, or
change certain

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<PAGE> 9

other provisions relating to the yield of the Company Senior Security;

- - change the currency or currencies in which any Company Senior Security is
payable;

- - reduce the percentage of holders of outstanding Company Senior Securities of
any series required to consent to any modification, amendment or any waiver
under the Company Senior Indenture; or

- - change the provisions in the Company Senior Indenture that relate to its
modification or amendment. (Section 902).

We and the trustee may amend the Company Senior Indenture in certain
circumstances without the consent of the holders of the Company Senior
Securities in the event we merge with another person, to replace the trustee, to
effect modifications that do not affect any outstanding series of Company Senior
Securities, and for certain other purposes.

Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any Company Senior Securities, consolidate or merge with any other
person or transfer or lease all or substantially all of our assets to another
person or permit another corporation to merge into the Company, provided that:

(1) the successor is a person organized under U.S. laws;

(2) the successor, if not us, assumes our obligations on the Company
Senior Securities and under the Company Senior Indenture;

(3) after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would become an
event of default, shall have occurred and be continuing; and

(4) certain other conditions are met. (Section 801).

The principal terms of the Company Senior Securities issued and outstanding as
of the date of this prospectus are set forth below.

SENIOR MEDIUM-TERM NOTES, SERIES C

As of the date of this prospectus, $4,880,079,000 aggregate principal amount of
our Senior Medium-Term Notes, Series C (the "Senior Series C Notes") is issued
and outstanding. In the table below we specify the following terms of those
Senior Series C Notes:

- - Issuance date;

- - Principal amount;

- - Maturity date;

- - Interest rate and redemption dates, if any.

The interest rate bases or formulas applicable to Senior Series C Notes that
bear interest at floating rates are indicated in the table below. The Senior
Series C Notes are not subject to a sinking fund and are not redeemable unless a
redemption date is indicated below. Unless otherwise indicated below, Senior
Series C Notes that are redeemable are redeemable at 100% of their principal
amount, plus accrued and unpaid interest, if any, to the redemption date.

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<PAGE> 10

<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ---------------- ------------- ------------------------------
<S> <C> <C> <C>
June 26, 1997.......... $100,000,000 June 26, 2000.......... LIBOR Telerate reset monthly + 0.02%
August 5, 1997......... 300,000,000 August 5, 2027......... Zero coupon; redeemable on semiannual redemption
dates on or after August 5, 2002 at prices
varying with the redemption date
August 15, 1997........ 115,000,000 August 15, 2017........ Zero coupon; redeemable on semiannual redemption
dates on or after August 15, 2001 at prices
varying with the redemption date
January 12, 1998....... 150,000,000 January 12, 2000....... LIBOR Telerate reset quarterly
January 12, 1998....... 75,000,000 January 12, 2001....... LIBOR Telerate reset quarterly + 0.025%
January 15, 1998....... 75,000,000 January 14, 2000....... Prime reset daily minus 2.78%
January 20, 1998....... 15,000,000 January 21, 2003....... LIBOR Telerate reset monthly + 0.14%
January 20, 1998....... 20,000,000 January 20, 2000....... LIBOR Telerate reset quarterly minus 0.01%
January 20, 1998....... 250,000,000 January 20, 2000....... Prime reset daily minus 2.79%
January 21, 1998....... 75,000,000 January 21, 2000....... Prime reset daily minus 2.79%
February 13, 1998...... 66,000,000 February 13, 2003...... LIBOR Telerate reset quarterly + 0.15%
February 20, 1998...... 11,079,000 February 22, 2028...... LIBOR Telerate reset monthly minus 0.10%;
repayable at the option of the holder on
February 22 of 2008, 2011, 2014 and 2018 at
prices varying with the redemption date
February 26, 1998...... 100,000,000 February 26, 2001...... LIBOR Telerate reset quarterly + 0.06%
March 25, 1998......... 500,000,000 March 25, 1999......... LIBOR Telerate reset quarterly minus 0.09%
October 13, 1998....... 345,000,000 October 13, 2000....... LIBOR Telerate reset quarterly + 0.25%
October 13, 1998....... 50,000,000 October 13, 2000....... LIBOR Telerate reset monthly + 0.25%
October 19, 1998....... 52,000,000 October 19, 2000....... LIBOR Telerate reset monthly + 0.25%
October 20, 1998....... 50,000,000 April 20, 2000......... LIBOR Telerate reset quarterly + 0.20%
October 20, 1998....... 50,000,000 April 20, 2000......... LIBOR Telerate reset quarterly + 0.20%
October 27, 1998....... 200,000,000 October 27, 2000....... LIBOR Telerate reset quarterly + 0.25%
October 27, 1998....... 10,000,000 October 27, 2000....... LIBOR Telerate reset quarterly + 0.25%
October 30, 1998....... 75,000,000 April 26, 2000......... LIBOR Telerate reset quarterly + 0.18%
November 2, 1998....... 265,000,000 November 2, 2000....... LIBOR Telerate reset quarterly + 0.28%
November 17, 1998...... 85,000,000 November 17, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 17, 1998...... 50,000,000 November 17, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 19, 1998...... 41,000,000 May 19, 2000........... LIBOR Telerate reset quarterly + 0.18%
November 20, 1998...... 20,000,000 November 20, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 23, 1998...... 70,000,000 November 22, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 23, 1998...... 25,000,000 November 22, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 42,000,000 November 24, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 30,000,000 November 24, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 50,000,000 November 30, 2000...... LIBOR Telerate reset quarterly + 0.25%
November 24, 1998...... 20,000,000 November 30, 2000...... LIBOR Telerate reset quarterly + 0.25%
December 4, 1998....... 25,000,000 December 4, 2000....... LIBOR Telerate reset quarterly + 0.25%
December 8, 1998....... 25,000,000 June 8, 2000........... LIBOR Telerate reset quarterly + 0.18%
December 8, 1998....... 25,000,000 December 8, 2000....... LIBOR Telerate reset quarterly + 0.25%
December 8, 1998....... 50,000,000 December 8, 2000....... LIBOR Telerate reset quarterly + 0.25%
December 8, 1998....... 200,000,000 December 10, 2001...... LIBOR Telerate reset quarterly + 0.30%
December 11, 1998...... 50,000,000 December 11, 2000...... LIBOR Telerate reset quarterly + 0.22%
December 16, 1998...... 100,000,000 December 15, 2000...... 5.15%
December 17, 1998...... 35,000,000 December 15, 2000...... LIBOR Telerate reset quarterly + 0.22%
December 18, 1998...... 25,000,000 June 19, 2000.......... LIBOR Telerate reset quarterly + 0.15%
December 23, 1998...... 50,000,000 June 23, 2000.......... LIBOR Telerate reset quarterly + 0.15%
December 23, 1998...... 50,000,000 December 22, 2000...... LIBOR Telerate reset quarterly + 0.18%
December 23, 1998...... 100,000,000 December 21, 2001...... LIBOR Telerate reset quarterly + 0.26%
January 20, 1999....... 60,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 21, 1999....... 50,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 21, 1999....... 10,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 25, 1999....... 60,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 25, 1999....... 100,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.20%
January 28, 1999....... 25,000,000 January 28, 2004....... LIBOR Telerate reset quarterly + 0.27%
January 29, 1999....... 140,000,000 January 29, 2002....... LIBOR Telerate reset quarterly + 0.17%
</TABLE>

10
<PAGE> 11

COMPANY SUBORDINATED SECURITIES

General. The Company Subordinated Securities are direct, unsecured general
obligations of the Company. The Company Subordinated Securities are subordinate
and junior in right of payment to all Senior Indebtedness and, in certain
circumstances described below relating to our dissolution, winding-up,
liquidation or reorganization, to all Additional Senior Obligations. For
definitions of "Senior Indebtedness" and "Additional Senior Obligations", see
"-- Subordination" below. The Company Subordinated Indenture does not limit the
amount of debt (including Senior Indebtedness) or Additional Senior Obligations
we may incur.

Unless otherwise indicated below with respect to a particular series of Company
Subordinated Securities, the maturity of the Company Subordinated Securities is
subject to acceleration only upon our bankruptcy or reorganization. See
"Defaults and Waivers" below.

If any Company Subordinated Securities are specified to be convertible into our
common stock, the holders will be entitled, as specified, to convert those
convertible Company Subordinated Securities into common stock at the conversion
price specified.

The holders of a particular series of Company Subordinated Securities may be
obligated at maturity, or at any earlier time as set forth below, to exchange
that series of Company Subordinated Securities for Capital Securities on terms
specified below (Article Seventeen). Capital Securities may consist of our
common stock, perpetual preferred stock or other capital securities of the
Company acceptable to our primary Federal banking regulator, which currently is
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"). Whenever Company Subordinated Securities are exchangeable for Capital
Securities, we will be obligated to deliver Capital Securities with a market
value equal to the principal amount of those Company Subordinated Securities. In
addition, we will unconditionally undertake, at our expense, to sell the Capital
Securities in a secondary offering on behalf of any holders who elect to receive
cash for the Capital Securities.

Subordination. The Company Subordinated Securities are subordinated in right of
payment to all Senior Indebtedness and, under certain circumstances, Additional
Senior Obligations. As of September 30, 1998, Senior Indebtedness and Additional
Senior Obligations of the Company totaled approximately $8.6 billion.

The Company Subordinated Indenture defines "Senior Indebtedness" to mean the
principal of (and premium, if any) and interest on all indebtedness for money
borrowed by us, whether outstanding on the date the Company Subordinated
Indenture became effective or created, assumed or incurred after that date
(including all indebtedness for money borrowed by another person that we
guarantee), except indebtedness that is stated to be not superior to or to have
the same rank as the Subordinated Securities. Senior Indebtedness does not
include (A) Antecedent Company Subordinated Indebtedness (as defined below), (B)
Company Subordinated Securities issued on or after December 15, 1992, (C)
Assumed MHC Subordinated Indebtedness (as defined below), (D) Assumed Heritage
Chase Subordinated Indebtedness (as defined below) and (E) other debt of the
Company that is expressly stated to have the same rank as the Company
Subordinated Securities or to rank not senior to the Company Subordinated
Securities (that other debt is referred to as "Other Subordinated
Indebtedness").

The Company Subordinated Indenture defines "Additional Senior Obligations" to
mean all indebtedness of the Company for claims in respect of derivative
products, such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements, except Senior Indebtedness and except
obligations that are expressly stated to have the same rank as or to rank not
senior to the Company Subordinated Securities.

At September 30, 1998, we had approximately $8.0 billion of Company Subordinated
Securities issued and outstanding under the Company Subordinated Indenture.

Antecedent Company Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company issued prior to December 15, 1992 (other than
Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated
Indebtedness). At September 30, 1998, we had approximately $1.0 billion of
Antecedent Company Subordinated Indebtedness outstanding.

Assumed MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the

11
<PAGE> 12

Company that was assumed by us as a result of the merger of Manufacturers
Hanover Corporation into the Company on December 31, 1991. At September 30,
1998, we had approximately $150 million of Assumed MHC Subordinated Indebtedness
outstanding.

Assumed Heritage Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of the Company that was assumed by us as a result of
the merger of heritage Chase into the Company. At September 30, 1998, we had
approximately $3.6 billion of Assumed Heritage Chase Subordinated Indebtedness
outstanding.

At September 30, 1998, we had approximately $436 million of Other Subordinated
Indebtedness outstanding that ranked equally with the Subordinated Securities.

Under the Company Subordinated Indenture, we may not make any payment on the
Company Subordinated Securities, exchange any Company Subordinated Securities
for Capital Securities in the event:

- - we have failed to make full payment of all amounts of principal (and premium,
if any) and interest, if any, due on all Company Senior Indebtedness; or

- - there shall exist any event of default or any event which, with notice or
lapse of time or both, would become such an event of default on any Company
Senior Indebtedness.

In addition, upon our dissolution, winding-up, liquidation or reorganization:
(1) we must pay to the holders of Senior Indebtedness the full amounts of
principal of (and premium, if any) and interest, if any, on the Senior
Indebtedness before any payment or distribution is made on the Company
Subordinated Securities, and (2) if, after we have made those payments on the
Senior Indebtedness, (A) there are amounts available for payment on the Company
Subordinated Securities and (B) creditors in respect of Additional Senior
Obligations have not received their full payments, then we will first use
amounts available for payment on the Company Subordinated Securities to pay in
full all Additional Senior Obligations before we may make any payment on the
Company Subordinated Securities.

No series of our subordinated debt securities is subordinated to any of our
other series of subordinated debt securities. However, Antecedent Company
Subordinated Indebtedness is subordinated only to Senior Indebtedness; Company
Subordinated Indebtedness and Other Subordinated Indebtedness are subordinated
to Senior Indebtedness and, in certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, to Additional Senior
Obligations; Assumed MHC Subordinated Indebtedness is subordinated to Senior
Indebtedness, Additional Senior Obligations and all of our other obligations to
our creditors, except any obligation that is expressly stated to have the same
rank as, or to rank not senior to, the Assumed MHC Subordinated Indebtedness;
and Heritage Chase Subordinated Indebtedness is subordinated to Senior
Indebtedness, Additional Senior Obligations and all of our other obligations to
our creditors, except any obligation that is expressly stated to have the same
rank as, or to rank not senior to, the Assumed Heritage Chase Subordinated
Indebtedness. As a result of the differences between the subordination
provisions applicable to the Company Subordinated Securities, the Antecedent
Company Subordinated Indebtedness, the Assumed MHC Subordinated Indebtedness,
the Assumed Heritage Chase Subordinated Indebtedness and the Other Subordinated
Indebtedness, in the event of our dissolution, winding-up, liquidation or
reorganization, the holders of Company Subordinated Securities and Other
Subordinated Indebtedness may receive less, proportionately, than the holders of
Antecedent Company Subordinated Indebtedness, but more, proportionately, than
the holders of Assumed MHC Subordinated Indebtedness and Assumed Heritage Chase
Subordinated Indebtedness.

Limitation on Disposition of Voting Stock of the Bank. Except as noted in the
next sentence, the Company Subordinated Indenture does not contain a covenant
prohibiting us from selling or otherwise disposing of any shares of voting stock
of the Bank, or securities convertible into, or options, warrants or rights to
purchase shares of voting stock of the Bank. The Company Subordinated Indenture
also does not prohibit the Bank from issuing any shares of its voting stock or
securities convertible into, or options, warrants or rights to purchase shares
of its voting stock. However, the Company Subordinated Indenture does contain a
covenant, which is for the exclusive benefit of the holders of the Antecedent
Company Subordinated Indebtedness and which is subject to
12
<PAGE> 13

the provisions described below under "Consolidation, Merger and Sale of Assets,"
that we will not sell or otherwise dispose of any shares of voting stock of the
Bank, or securities convertible into, or options, warrants or rights to purchase
shares of, voting stock of the Bank, nor will we permit the Bank to issue any
such shares of its voting stock or securities convertible into, or options,
warrants or rights to purchase shares of its voting stock. However, the covenant
does not prohibit:

- - issuances or sales of directors' qualifying shares;

- - issuances or sales of shares to us;

- - sales or other dispositions or issuances for fair market value, as determined
by our board of directors, so long as we would continue to own directly or
indirectly not less than 80% of the issued and outstanding shares of the
voting stock of the Bank;

- - sales or other dispositions or issuances made in compliance with an order or
direction of a court or regulatory authority of competent jurisdiction; and

- - sales of voting stock by the Bank to its shareholders if those sales do not
reduce the percentage of shares of voting stock owned by us. (Section 5.07).

Defaults and Waivers. The Company Subordinated Indenture defines an event of
default (1) with respect to Antecedent Company Subordinated Indebtedness, as any
one of certain events of bankruptcy, insolvency and reorganization affecting the
Company; and (2) with respect to Company Subordinated Securities, as any one of
certain events of bankruptcy or reorganization affecting the Company and any
other event described below as an event of default for a particular series.
(Section 7.01).

If an event of default occurs and is continuing with respect to any outstanding
series of Company Subordinated Securities, the trustee or the holders of at
least 25% in aggregate principal amount of that outstanding series may declare
the principal (or, in the case of original issue discount Company Subordinated
Securities, a specified amount of principal) of all Company Subordinated
Securities of that series to be due and payable immediately in cash. Subject to
certain conditions, the holders of not less than a majority in aggregate
principal amount of the Company Subordinated Securities of that series may annul
any such declaration and waive certain past defaults. (Section 7.01). The right
of the holders of the Company Subordinated Securities of a series to demand
payment in cash upon the occurrence and continuance of an event of default
continues to exist so long as the Company Subordinated Securities of that series
have not been exchanged or converted. Any right to enforce that payment in cash
would, in the event of the bankruptcy or reorganization of the Company, be
subject to the broad equity powers of a Federal bankruptcy court and to its
determination of the nature and status of the payment claims of the holders of
the Company Subordinated Securities. Prior to any declaration of acceleration,
the holders of a majority in aggregate principal amount of the applicable series
of Company Subordinated Securities may waive any past default or event of
default, except a payment default. (Section 7.07).

Unless otherwise provided in the terms of a series of Company Subordinated
Securities, there is no right of acceleration of the payment of principal of the
Company Subordinated Securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture. In the event of a default in the payment of interest or principal
(including a default in the delivery of any Capital Securities in exchange for
Company Subordinated Securities) or in the performance of any covenant or
agreement in the Company Subordinated Securities or the Company Subordinated
Indenture, the trustee may, subject to certain limitations and conditions, seek
to enforce that payment (or delivery) or the performance of that covenant or
agreement.

The Company Subordinated Indenture requires the trustee, within 90 days after
the occurrence of a default with respect to Company Subordinated Securities of
any series, to give the holders of that series notice of all uncured defaults
known to it (the term "default" being defined to include the events specified
above without grace periods or notice). However, except in certain cases
involving the bankruptcy or reorganization of the Company, a payment default or
a default in the obligation to deliver Capital Securities in exchange for
Company Subordinated Securities, the trustee may withhold the notice if it
determines in good faith that the withholding of the notice is in the interest

13
<PAGE> 14

of those holders. (Section 7.08). We are required to furnish to the trustee
annually an officers' certificate as to the absence of defaults under the
Company Subordinated Indenture. (Section 5.06).

Other than the duties of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights or
powers under the Company Subordinated Indenture at the request or direction of
any of the holders of the Company Subordinated Securities, unless those holders
shall have offered to the trustee reasonable security or indemnity. Subject to
that provision for security or indemnification, the holders of a majority in
principal amount of the Company Subordinated Securities of any series then
outstanding have the right to direct the time, method and place of conducting
any proceeding for any remedy available to, or exercising any trust or power
conferred on, the trustee with respect to the Company Subordinated Securities of
that series. (Sections 7.07 and 8.02).

Modification of the Company Subordinated Indenture. The Company Subordinated
Indenture contains provisions permitting us and the trustee to modify the
Company Subordinated Indenture or the rights of the holders of the Company
Subordinated Securities with the consent of the holders of not less than a
majority in principal amount of each outstanding series of the Company
Subordinated Securities affected by the modification. However, no such
modification may, without the consent of each holder of Company Subordinated
Securities affected by the modification:

- - change the stated maturity date of the principal of, or any installment of
principal of or interest on, any Company Subordinated Security;

- - reduce the principal amount of (or premium, if any) or interest, if any, on
any Company Subordinated Security;

- - reduce the portion of the principal amount of an original issue discount
Company Subordinated Security payable upon acceleration of the maturity of
that Company Subordinated Security;

- - reduce any amount payable upon redemption of any Company Subordinated
Security;

- - change the place or places where, or the currency in which, any Company
Subordinated Security or any premium or interest is payable;

- - change the definition of market value;

- - impair the right of any holders of Company Subordinated Securities of any
series to receive on any exchange date for Company Subordinated Securities of
that series Capital Securities with a market value equal to that required by
the terms of the Company Subordinated Securities;

- - impair the conversion rights (if any) of any holders;

- - impair the right of a holder to institute suit for the enforcement of any
payment on or with respect to any Company Subordinated Security (including any
right of redemption at the option of the holder of that Company Subordinated
Security) or impair any rights to the delivery of Capital Securities in
exchange for any Company Subordinated Security or to require the Company to
sell Capital Securities in a secondary offering or to require the delivery of
common stock, Company Debt Securities or other property upon conversion of
Company Subordinated Securities;

- - reduce the above-stated percentage of Company Subordinated Securities of any
series the consent of the holders of which is necessary to modify or amend the
Company Subordinated Indenture or reduce the percentage of Company
Subordinated Securities of any series the holders of which are required to
waive any past default or event of default; or

- - modify the foregoing requirements. (Section 11.02).

The Company Subordinated Indenture permits us and the trustee to amend the
Company Subordinated Indenture in certain circumstances without the consent of
the holders of Company Subordinated Securities in the event of the merger of the
Company, the replacement of the trustee, to effect modifications which do not
affect any outstanding series of Company Subordinated Securities and for certain
other purposes. (Section 11.01).

Consolidation, Merger and Sale of Assets. We may not merge or consolidate with
any other corporation or sell or convey all or substantially all of our assets
to any other corporation, unless (1) we are the continuing corporation or the
successor corporation expressly assumes the payment of the principal of
(including issuance and delivery of Capital Securities) and premium, if any, and
interest, if any, on the Company Subordinated Securities and the performance and
obser-

14
<PAGE> 15

vance of all the covenants and conditions of the Company Subordinated Indenture
binding upon us, and (2) we or the successor corporation shall not, immediately
after the merger, consolidation, sale or conveyance, be in default in the
performance of any such covenant or condition. (Article Twelve).

The principal terms of the Company Subordinated Securities issued and
outstanding as of the date of this prospectus are set forth below. Unless
otherwise indicated below, interest on each series listed below accrues at the
annual rate indicated in the title of the series and is payable semiannually in
arrears on the interest payment dates indicated to the registered holders on the
preceding record date indicated. Unless otherwise indicated below, Company
Subordinated Securities of the series listed below are not redeemable prior to
their stated maturity and are not subject to a sinking fund.

10 3/8% SUBORDINATED NOTES DUE 1999

- - Principal amount of series: $100,000,000

- - Maturity date: March 15, 1999

- - Interest payment dates: March 15 and September 15

- - Record dates: March 1 and September 1

- - Issuance date: March 15, 1999

- - Other terms: The happening of one or more of the following events will
constitute an event of default:

(1) default for 30 days in the payment of any installment of interest;

(2) default in the payment, when due, of principal;

(3) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements with
respect to this series; and

(4) certain events of bankruptcy, insolvency and reorganization
affecting us or the Bank.

9 3/4% SUBORDINATED CAPITAL NOTES DUE 1999

- - Principal amount of series: $300,000,000

- - Maturity date: June 15, 1999

- - Interest payment dates: June 15 and December 15

- - Record dates: June 1 and December 1

- - Redemption: Redeemable at the Company's option upon the occurrence of certain
events regarding Federal income tax treatment

- - Issuance date: June 22, 1987

- - Other terms: At maturity, we will exchange the 9 3/4% Subordinated Capital
Notes Due 1999 for Capital Securities having a market value equal to their
principal amount, unless we elect to pay their principal amount in cash, in
whole or in part, from amounts representing proceeds of other issuances of
Capital Securities which we have previously designated for that use
("Designated Proceeds"). The Company has Designated Proceeds sufficient to pay
the 9 3/4% Subordinated Capital Notes Due 1999 in cash at maturity.

10 1/8% SUBORDINATED CAPITAL NOTES DUE 2000

- - Principal amount of series: $150,000,000

- - Maturity date: November 1, 2000

- - Interest payment dates: May 1 and November 1

- - Record dates: April 15 and October 15

- - Redemption: Redeemable at the Company's option upon the occurrence of certain
events regarding Federal income tax treatment

- - Issuance date: November 3, 1988

- - Other terms: At maturity, we will exchange the 10 1/8% Subordinated Capital
Notes Due 2000 for Capital Securities having a market value equal to their
principal amount, unless we elect to pay their principal amount in cash, in
whole or in part, from Designated Proceeds. The Company has Designated
Proceeds sufficient to pay the 10 1/8% Subordinated Capital Notes Due 2000 in
cash at maturity.

8 1/2% SUBORDINATED NOTES DUE 2002

- - Principal amount of series: $200,000,000

- - Maturity date: February 15, 2002

- - Interest payment dates: February 15 and August 15

- - Record dates: February 1 and August 1

- - Issuance date: February 10, 1992

- - Other terms: The happening of one or more of the following events will
constitute an event of default:

(1) default for 30 days in the payment of any installment of interest;

15
<PAGE> 16

(2) default in the payment, when due, of principal;

(3) default, for 60 days after appropriate written notice, in the
observance or performance of any of our other covenants or agreements with
respect to this series; and

(4) certain events of bankruptcy, insolvency and reorganization
affecting us or the Bank.

8 5/8% SUBORDINATED DEBENTURES DUE 2002

- - Principal amount of series: $150,000,000

- - Maturity date: May 1, 2002

- - Interest payment dates: May 1 and November 1

- - Record dates: April 15 and October 15

- - Issuance date: May 6, 1992

8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002

- - Principal amount of series: $100,000,000

- - Maturity date: June 15, 2002

- - Interest payment dates: June 15 and December 15

- - Record dates: June 1 and December 1

- - Issuance date: June 23, 1992

7 5/8% SUBORDINATED NOTES DUE 2003

- - Principal amount of series: $200,000,000

- - Maturity date: January 15, 2003

- - Interest payment dates: January 15 and July 15

- - Record dates: January 1 and July 1

- - Issuance date: January 22, 1993

7 1/8% SUBORDINATED DEBENTURES DUE 2005

- - Principal amount of series: $200,000,000

- - Maturity date: March 1, 2005

- - Interest payment dates: March 1 and September 1

- - Record dates: February 15 and August 15

- - Issuance date: March 1, 1993

7 7/8% SUBORDINATED DEBENTURES DUE 2006

- - Principal amount of series: $150,000,000

- - Maturity date: July 15, 2006

- - Interest payment dates: January 15 and July 15

- - Record dates: January 1 and July 1

- - Issuance date: July 27, 1994

7 1/8% SUBORDINATED NOTES DUE 2007

- - Principal amount of series: $300,000,000

- - Maturity date: February 1, 2007

- - Interest payment dates: February 1 and August 1

- - Record dates: January 15 and July 15

- - Issuance date: January 29, 1997

7 1/4% SUBORDINATED NOTES DUE 2007

- - Principal amount of series: $300,000,000

- - Maturity date: June 1, 2007

- - Interest payment dates: June 1 and December 1

- - Record dates: May 15 and November 15

- - Issuance date: May 21, 1997

6 1/2% SUBORDINATED DEBENTURES DUE 2009

- - Principal amount of series: $200,000,000

- - Maturity date: January 15, 2009

- - Interest payment dates: January 15 and July 15

- - Record dates: January 1 and July 1

- - Issuance date: January 25, 1994

7 1/8% SUBORDINATED NOTES DUE 2009

- - Principal amount of series: $250,000,000

- - Maturity date: June 15, 2009

- - Interest payment dates: June 15 and December 15

- - Record dates: June 1 and December 1

- - Issuance date: June 12, 1997

6 3/8% SUBORDINATED NOTES DUE 2008

- - Principal amount of series: $200,000,000

- - Maturity date: February 15, 2008

- - Interest payment dates: February 15 and August 15

- - Record dates: February 1 and August 1

- - Issuance date: February 11, 1998

6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008

- - Principal amount of series: $250,000,000

- - Maturity date: April 1, 2008

- - Interest payment dates: April 1 and October 1

- - Record dates: March 15 and September 15

- - Issuance date: April 7, 1998

16
<PAGE> 17

SUBORDINATED MEDIUM-TERM NOTES, SERIES A

As of the date of this prospectus, $1,160,000,000 aggregate principal amount of
Subordinated Medium-Term Notes, Series A (the "Subordinated Series A Notes") is
issued and outstanding (or is currently scheduled to be issued). In the table
below we specify the following terms of those Subordinated Series A Notes:

- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.

The Subordinated Series A Notes are not subject to a sinking fund and are not
redeemable unless a redemption date is indicated below. Unless otherwise
indicated below, Subordinated Series A Notes that are redeemable are redeemable
at 100% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date.

<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ------------ ------------- ------------------------------
<S> <C> <C> <C> <C>
April 5, 1995............... $ 15,000,000 ......... April 5, 2005............... 10%; converts to LIBOR reset
semiannually on April 5, 1999
but in no event shall the rate
be less than 3%
May 24, 1995................ 15,000,000 ......... May 24, 2002................ 7.11%; redeemable on payment
dates on or after May 24, 2000
May 25, 1995................ 25,000,000 ......... May 25, 2007................ 7.73%; redeemable on payment
dates on or after May 25, 2000
June 15, 1995............... 10,000,000 ......... June 15, 2010............... 7.25%; redeemable on payment
dates on or after June 15,
2000
March 24, 1997.............. 250,000,000 ......... March 24, 2027.............. Zero coupon; redeemable
annually on or after March 24,
2007 at prices varying with
the redemption date.
March 24, 1997.............. 100,000,000 ......... March 24, 2027.............. Zero coupon; redeemable
annually on or after March 24,
2007 at prices varying with
the redemption date.
September 24, 1997.......... 100,000,000 ......... September 15, 2006.......... 6.75%
November 5, 1997............ 20,000,000 ......... November 5, 2012............ 7.00%; redeemable on payment
dates on or after November 5,
2001
November 20, 1997........... 25,000,000 ......... November 20, 2017........... 7.00%; redeemable on payment
dates on or after November 20,
2001
December 4, 1997............ 25,000,000 ......... December 15, 2017........... 7.00%; redeemable on payment
dates on or after December 15,
2001
December 12, 1997........... 25,000,000 ......... December 12, 2012........... 6.875%; redeemable on December
12, 2002
December 18, 1997........... 50,000,000 ......... December 18, 2017........... 7.00%; redeemable on payment
dates on or after December 18,
2000
December 26, 1997........... 25,000,000 ......... December 26, 2013........... 7.00%; redeemable on payment
dates on or after December 26,
2000
February 23, 1998........... 25,000,000 ......... February 23, 2018........... 6.625%; redeemable on payment
dates on or after February 23,
2002
</TABLE>

17
<PAGE> 18

<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS
- ------------- ------------ ------------- ------------------------------
<S> <C> <C> <C> <C>
March 2, 1998............... $ 25,000,000 ......... March 2, 2018............... 6.75%; redeemable on payment
dates on or after March 2,
2001
April 17, 1998.............. 225,000,000 ......... April 17, 2028.............. Zero Coupon; redeemable
semiannually on or after April
17, 2002 at prices varying
with the redemption date
May 6, 1998................. 25,000,000 ......... May 6, 2013................. 6.50%; redeemable on payment
dates on or after May 6, 2002
June 3, 1998................ 25,000,000 ......... June 3, 2013................ 6.50%; redeemable on payment
dates on or after June 3, 2002
July 8, 1998................ 25,000,000 ......... July 8, 2013................ 6.50%; redeemable on payment
dates on or after July 8, 2001
August 20, 1998............. 25,000,000 ......... August 20, 2013............. 6.50%; redeemable on payment
dates on or after August 20,
2002
August 27, 1998............. 25,000,000 ......... August 27, 2008............. 1.60%; except that in the
event LIBOR falls below 5.0%
per annum, the rate will
increase by specified
multiples of the excess of
designated rates and the
prevailing LIBOR rate
October 9, 1998............. 15,000,000 ......... October 9, 2013............. 6.125%; redeemable in whole
only on quarterly interest
payment dates on or after
October 9, 2001
December 30, 1998........... 20,000,000 ......... December 30, 2013........... 6.125%; redeemable in whole
only semiannually on or after
December 30, 2002
February 11, 1999........... 40,000,000 ......... February 11, 2014........... 6.25%; redeemable on payment
dates on or after February 11,
2002
</TABLE>

TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B

As of the date of this prospectus, $177,250,000 aggregate principal amount of
our Subordinated Medium-Term Notes, Series B (the "Subordinated Series B Notes")
is issued and outstanding. In the table below we specify the following terms of
those Subordinated Series B Notes:

- Issuance date;
- Principal amount;
- Maturity date;
- Interest rate and redemption dates, if any.

The Subordinated Series B Notes are not subject to a sinking fund and are not
redeemable unless a redemption date is indicated below. Unless otherwise
indicated below, Subordinated Series B Notes that are redeemable are redeemable
at 100% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date.

<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE
------------- ---------------- ------------- ----
<S> <C> <C> <C>
March 31, 1995................. $ 1,250,000.................... August 30, 2004................ Zero Coupon
April 7, 1995.................. 3,000,000...................... April 7, 2002.................. Zero Coupon
April 28, 1995................. 8,500,000...................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 5, 1995.................... 8,000,000...................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
May 12, 1995................... 4,750,000...................... May 15, 2005................... 7.60%; redeemable on
payment dates on or
after May 15, 2000
</TABLE>

18
<PAGE> 19

<TABLE>
<CAPTION>
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE RATE
------------- ---------------- ------------- ----
<S> <C> <C> <C>
May 17, 1995................... $25,000,000.................... May 17, 2005................... 7.50%; redeemable on
payment dates on or
after May 17, 2000
May 19, 1995................... 3,000,000...................... June 15, 2005.................. 7.25%; redeemable on
payment dates on or
after June 15, 2000
May 25, 1995................... 50,000,000..................... May 15, 2010................... 7.50%; redeemable
semiannually on or
after May 15, 2000
May 26, 1995................... 1,250,000...................... June 15, 2005.................. 7.15%; redeemable on
payment dates on or
after June 15, 2000
June 2, 1995................... 2,500,000...................... June 15, 2005.................. 7.15%; redeemable on
payment dates on or
after June 15, 2000
June 30, 1995.................. 15,000,000..................... June 15, 2007.................. 7.05%; redeemable on
payment dates on or
after June 15, 2000
July 28, 1995.................. 25,000,000..................... July 15, 2010.................. 7.58%; redeemable
semiannually on or
after July 15, 2000
August 1, 1995................. 15,000,000..................... August 15, 2005................ 7.125%; redeemable on
payment dates on or
after August 15, 2000
August 25, 1995................ 15,000,000..................... August 25, 2010................ 7.35%; redeemable on
payment dates on or
after August 25, 2000
</TABLE>

PERMANENT GLOBAL COMPANY DEBT SECURITIES

We issued certain series of the Company Debt Securities in permanent global
form. See "Permanent Global Debt Securities" below for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.

INFORMATION CONCERNING THE TRUSTEES

The Company, the Bank and certain of our other subsidiaries maintain deposits
and conduct other banking transactions with the trustees under each of the
Company Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Heritage Chase Subordinated Indenture (as
defined below) and Bankers Trust Company is also trustee under the Heritage
Chase Senior Indenture (as defined below).

DESCRIPTION OF HERITAGE CHASE
DEBT SECURITIES

In connection with the merger of heritage Chase with and into the Company, we
assumed the obligations of heritage Chase with respect to certain senior debt
securities (the "Heritage Chase Senior Securities") and certain subordinated
debt securities (the "Heritage Chase Subordinated Securities," and together with
the Heritage Chase Senior Securities, the "Heritage Chase Debt Securities"). The
following summary of certain provisions of the Heritage Chase Debt Securities
and the indentures under which they were issued (the "Heritage Chase
Indentures") is not complete. You should refer to the Heritage Chase Indentures,
copies of which are exhibits to the registration statement.

GENERAL

We have issued the Heritage Chase Senior Securities under an Indenture, dated as
of July 1, 1986 (the "Heritage Chase Senior Indenture"), between us and Bankers
Trust Company, as Trustee. We have issued the Heritage Chase Subordinated
Securities under an Indenture, dated as of May 1, 1987 (the "Heritage Chase
Subordinated Indenture"), between us and U.S. Bank Trust National Association,
as trustee.

Neither Heritage Chase Indenture limits the amount of debt securities that we
may issue. As noted above, because the Company is a holding company, claims of
holders of the Heritage Chase Debt Securities will generally have a junior
position to claims of creditors of our subsidiaries.

19
<PAGE> 20

We have issued the Heritage Chase Debt Securities in fully registered form
without coupons. Neither Heritage Chase Indenture restricts our ability to enter
into a highly leveraged transaction or provides you with any special protection
in the event of such a transaction. In addition, neither Heritage Chase
Indenture provides special protection in the event of a sudden and dramatic
decline in our credit quality resulting from a takeover, recapitalization or
similar restructuring of the Company.

HERITAGE CHASE SENIOR SECURITIES

The Heritage Chase Senior Securities are direct, unsecured general obligations
of the Company and constitute Senior Indebtedness having the same rank as our
other Senior Indebtedness.

Limitation on Disposition of Voting Stock of the Bank. The Heritage Chase
Senior Indenture contains a covenant by us that, so long as any Heritage Chase
Senior Securities are outstanding, we will not create a security interest in
more than 20% of the shares of voting stock of the Bank, or permit more than 20%
of those shares (exclusive of directors' qualifying shares) to be held directly
or indirectly other than by (1) us or (2) a corporation which is wholly-owned
(except for directors' qualifying shares) by us.

Defaults and Waivers. The Heritage Chase Senior Indenture defines an event of
default with respect to any series of Heritage Chase Senior Securities as any
one or more of the following events:

(1) default in the payment of interest on any Heritage Chase Senior
Securities of that series for a period of 30 days;

(2) default in the payment of the principal of (or premium, if any,
on) any Heritage Chase Senior Securities of that series;

(3) default in performance of any covenant or warranty of the Company
contained in the Heritage Chase Senior Indenture for the benefit of
Heritage Chase Senior Securities of that series for a period of 60 days
after notice of the default or breach has been given to the Company;

(4) certain events of bankruptcy, insolvency or reorganization of the
Company; and

(5) any other event of default specified with respect to the Heritage
Chase Senior Securities of that series.

If an event of default occurs and is continuing with respect to the Heritage
Chase Senior Securities of any series, the trustee or the holders of not less
than 25% in principal amount of the Heritage Chase Senior Securities of that
series then outstanding may declare the principal of the Heritage Chase Senior
Securities of that series (or, if the Heritage Chase Senior Securities of that
series were issued as original issue discount Heritage Chase Senior Securities,
a specified portion of that principal amount) to be due and payable immediately.
Under certain conditions the holders of not less than a majority in principal
amount of the Heritage Chase Senior Securities of that series may annul the
declaration and waive certain past defaults.

The Heritage Chase Senior Indenture requires the trustee to, within 90 days
after the occurrence of a default known to it, with respect to any outstanding
series of Heritage Chase Senior Securities, give the holders of that series
notice of the default if uncured or not waived. The trustee may withhold the
notice if it determines in good faith that the withholding of the notice is in
the interest of those holders. However, the trustee may not withhold the notice
in the case of a payment default. The trustee may not give the above notice
until 30 days after the occurrence of a default in the performance of a covenant
in the Heritage Chase Senior Indenture other than a covenant to make payment.
The term "default" for the purposes of this provision means any event which is,
or after notice or lapse of time or both would become, an event of default with
respect to Heritage Chase Senior Securities of that series.

Other than the duty to act with the required standard of care during a default,
the trustee is not obligated to exercise any of its rights or powers under the
Heritage Chase Senior Indenture at the request or direction of the holders,
unless the holders have offered to the trustee reasonable indemnity. Subject to
that requirement for indemnity and certain other conditions, the holders of a
majority in principal amount of the outstanding Heritage Chase Senior Securities
of any series may direct the time, method and place of conducting any proceeding
for any remedy available to, or exercising any trust or power

20
<PAGE> 21

conferred on, the trustee with respect to the Heritage Chase Senior Securities
of that series.

Meetings, Modification and Waiver. We and the trustee may modify the Heritage
Chase Senior Indenture with the consent of the holders of not less than 66 2/3%
in principal amount of the outstanding Heritage Chase Senior Securities of each
series affected by the modification. However, no such modification may, without
the consent of the holder of each outstanding Heritage Chase Senior Security
affected by the modification:

- - change the stated maturity of the principal of, or any installment of
principal of or interest on, any Heritage Chase Senior Security,

- - reduce the principal amount of any Heritage Chase Senior Security or change
the rate of interest or the method of calculation of interest thereon (except
as provided in the Heritage Chase Senior Indenture or in such Heritage Chase
Senior Security), or any premium payable upon the redemption thereof,

- - change any obligation of the Company to pay additional amounts pursuant to the
Heritage Chase Senior Indenture,

- - reduce the amount of principal of an original issue discount security payable
upon acceleration of the maturity of that security,

- - adversely affect the right of repayment, if any, at the option of the holder,

- - change the currency in which any Heritage Chase Senior Security or any premium
or any interest thereon is payable,

- - impair the right to institute suit for the enforcement of any payment on any
Heritage Chase Senior Security,

- - reduce the percentage in principal amount of outstanding securities of any
series the consent of whose holders is required for modification or amendment
of or any waiver under the Heritage Chase Senior Indenture,

- - change our obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, or our obligation (if any) to maintain an
office or agency outside the United States, or

- - modify certain provisions of the Heritage Chase Senior Indenture requiring
consent of specified percentages of holders, except to increase any such
percentage.

We and the trustee may modify the Heritage Chase Senior Indenture in certain
circumstances without the consent of the holders of the Heritage Chase Senior
Securities to evidence the merger of the Company or the replacement of the
trustee or to make changes that do not become effective with respect to
previously outstanding series and for certain other purposes.

Consolidation, Merger and Sale of Assets. We may, without the consent of the
holders of any of the Heritage Chase Senior Securities, consolidate with, merge
into or transfer all or substantially all of our assets to any corporation
organized and existing under the laws of the United States, any State or the
District of Columbia, so long as the successor corporation assumes our
obligations relating to the Heritage Chase Senior Securities and under the
Heritage Chase Senior Indenture and no event of default shall have happened and
be continuing after giving effect to the transaction and so long as certain
other conditions are met.

The principal terms of the Heritage Chase Senior Securities issued and
outstanding as of the date of this prospectus are set forth below.

5 1/2% NOTES DUE 2001

- - Principal amount of series: $200,000,000

- - Maturity date: February 15, 2001

- - Interest payment dates: February 15 and August 15

- - Record dates: February 1 and August 1

- - Redemption: Not redeemable prior to maturity and not subject to a sinking
fund.

- - Issuance date: February 12, 1996

21
<PAGE> 22

HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES B

As of the date of this prospectus, $175,000,000 aggregate principal amount of
Heritage Chase Senior Medium-Term Notes, Series B (the "Heritage Chase Senior
Series B Notes") is issued and outstanding. In the table below we specify the
following terms of those Heritage Chase Senior Series B Notes:

- - Issuance date;

- - Principal amount;

- - Maturity date;

- - Interest rate.

The Heritage Chase Senior Series B Notes are not subject to a sinking fund and
are not redeemable prior to their stated maturity.

<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE
- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
March 29, 1996................. $50,000,000 ................... March 29, 2006................. 6.85%
March 29, 1996................. 50,000,000 ................... March 29, 2001................. 6.43%
March 29, 1996................. 50,000,000 ................... March 29, 2001................. 6.45%
March 29, 1996................. 25,000,000 ................... March 29, 2001................. 6.43%
</TABLE>

HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES C

The only series of Heritage Chase Senior Medium-Term Notes, Series C (the
"Heritage Chase Senior Series C Notes"), issued and outstanding as of the date
of this prospectus is $25,000,000 aggregate principal amount of Heritage Chase
Senior Series C Notes issued on March 29, 1996. Those Heritage Chase Senior
Series C Notes bear interest at a rate of 6.50% per annum and mature on March
29, 2001. They are not subject to a sinking fund and are not subject to
redemption prior to maturity.

HERITAGE CHASE SUBORDINATED SECURITIES

The Heritage Chase Subordinated Securities are direct, unsecured general
obligations of the Company. Payment of the principal of the Heritage Chase
Subordinated Securities is subject to acceleration only in the event of our
bankruptcy, insolvency or reorganization. The Heritage Chase Subordinated
Indenture does not limit the amount of debt (including Heritage Chase Senior
Indebtedness (as defined below)) that we may incur.

Subordination. The Heritage Chase Subordinated Securities are subordinated, by
their terms, to Senior Indebtedness and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than the Heritage Chase
Subordinated Securities, except obligations having the same rank as or ranking
junior to the Heritage Chase Subordinated Securities (collectively, "Heritage
Chase Senior Indebtedness").

We may not make any payment on the Heritage Chase Subordinated Securities, and
no holder of Heritage Chase Subordinated Securities shall be entitled to demand
or receive any such payment unless we have paid in full all amounts of
principal, premium, if any, and interest then due on all Heritage Chase Senior
Indebtedness.

Upon any distribution of assets upon our dissolution, winding-up, liquidation or
reorganization, the holders of Heritage Chase Senior Indebtedness will be
entitled to receive payment in full before we make any payment on the Heritage
Chase Subordinated Securities. Because of this subordination, in the event of
our insolvency, holders of Heritage Chase Senior Indebtedness may receive
proportionately more, and holders of Heritage Chase Subordinated Securities may
receive proportionately less, than other creditors of the Company, including
holders of Company Subordinated Securities.

Limitation on Disposition of Voting Stock of the Bank. The Heritage Chase
Subordinated Indenture contains a covenant for the exclusive benefit of the
holders of Heritage Chase Subordinated Securities issued prior to October 1,
1992 that we will not create a security interest in more than 20% of the shares
of the voting stock of the Bank or permit more than 20% of those shares
(exclusive of directors' qualifying shares) to be held directly or indirectly
other than by (1) us or (2) any corporation which is wholly-owned (except for
directors' qualifying shares) by us.

22
<PAGE> 23

Defaults and Waivers. The Heritage Chase Subordinated Indenture defines an
event of default with respect to Heritage Chase Subordinated Securities of any
series as certain events involving our bankruptcy, insolvency or reorganization
and any other events established as events of default for any series of Heritage
Chase Subordinated Securities. If an event of default with respect to any
outstanding series of Heritage Chase Subordinated Securities occurs and is
continuing, either the trustee or the holders of not less than 25% in aggregate
principal amount of that series may declare the principal amount (or, in the
case of original issue discount Heritage Chase Subordinated Securities, a
specified portion of the principal amount) of that series to be due and payable
immediately in cash. Any right to enforce the payment in cash would be subject
to the broad equity powers of a federal bankruptcy court and to its
determination of the nature of the rights of the holders of the Heritage Chase
Subordinated Securities of that series. At any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the trustee, the holders of a majority in
aggregate principal amount of the outstanding Heritage Chase Subordinated
Securities of that series may, under certain circumstances, annul the
declaration.

The Heritage Chase Subordinated Indenture requires the trustee, within 90 days
after the occurrence of a default known to it with respect to any outstanding
series, to give the holders of that series notice of the default if not cured or
waived. The trustee may withhold the notice if it in good faith determines that
the withholding of the notice is in the interest of those holders. However, the
trustee may not withhold notice of a payment default. The trustee may not give
the above notice until 30 days after the occurrence of a default in the
performance of a covenant (other than a covenant to make payment). The term
"default" for the purposes of this provision means any event which is, or after
notice or lapse or time or both would become, an event of default with respect
to a series of Heritage Chase Subordinated Securities.

Other than the duty of the trustee during the continuance of an event of default
to act with the required standard of care, the trustee is not obligated to
exercise any of its rights or powers under the Heritage Chase Subordinated
Indenture at the request or direction of any of the holders of the Heritage
Chase Subordinated Securities of any series, unless those holders shall have
offered to the trustee reasonable indemnity. Subject to that requirement for
indemnity, the holders of a majority in aggregate principal amount of the
outstanding Heritage Chase Subordinated Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to,
or exercising any trust or power conferred on, the trustee with respect to the
Heritage Chase Subordinated Securities of that series.

The Company is required to file annually with the trustee a written statement of
officers as to the existence or non-existence of defaults.

Modification of the Heritage Chase Subordinated Indenture. We and the trustee
may modify the Heritage Chase Subordinated Indenture with the consent of the
holders of not less than 66 2/3% in principal amount of the outstanding Heritage
Chase Subordinated Securities of each series affected by the modification.
However, no such modification may, without the consent of the holder of each
Heritage Chase Subordinated Security affected by the modification:

- - change the fixed maturity of the principal of, or any installment of principal
of or interest on, any Heritage Chase Subordinated Security,

- - reduce the principal amount of any Heritage Chase Subordinated Security,

- - change the rate or rates (or the method of ascertaining the rate or rates) of
interest on any Heritage Chase Subordinated Security (except as provided in
the Heritage Chase Subordinated Indenture or in the Heritage Chase
Subordinated Securities) or any premium payable upon the redemption thereof,

- - reduce the portion of the principal amount of any original issue discount
Heritage Chase Subordinated Security payable upon acceleration of the maturity
thereof,

- - change any place where, or the currency in which, or the principal amount of,
or any premium or interest on, any Heritage Chase Subordinated Security is
payable,

- - impair any right to institute suit for the enforcement of any right to receive
payment, or, if applicable, to have delivered capital securities
23
<PAGE> 24

to be exchanged for a Heritage Chase Subordinated Security and to have such
capital securities sold in a secondary offering to the extent provided in that
Heritage Chase Subordinated Security and in the Heritage Chase Subordinated
Indenture,

- - modify the subordination provisions of the Heritage Chase Subordinated
Indenture in a manner adverse to the holders,

- - reduce the percentage in principal amount of outstanding Heritage Chase
Subordinated Securities of the series required to approve any modification or
alteration of, or any waiver under, the Heritage Chase Subordinated Indenture,
or

- - impair the right of any holder to receive on any exchange date capital
securities with a market value equal to the amount established with respect to
the series.

We and the trustee may modify the Heritage Chase Subordinated Indenture in
certain circumstances without the consent of the holders of the Heritage Chase
Subordinated Securities to evidence the merger of the Company or the replacement
of the trustee or to make changes that do not become effective with respect to
previously outstanding series and for certain other purposes.

The principal terms of the Heritage Chase Subordinated Securities issued and
outstanding as of the date of this prospectus are set forth below. Unless
otherwise indicated below, interest on each series listed below accrues at the
annual rate indicated in the title of the series and is payable semiannually in
arrears on the interest payment dates indicated to the registered holders on the
preceding record date indicated. Unless otherwise indicated below, the series
listed below are not redeemable prior to their stated maturity and are not
subject to a sinking fund.

10% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $275,000,000
- - Maturity date: June 15, 1999
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Issuance date: June 17, 1987

8% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $200,000,000
- - Maturity date: June 15, 1999
- - Interest payment dates: June 15 and December 15
- - Record dates: June 1 and December 1
- - Issuance date: June 24, 1992

7 3/4% SUBORDINATED NOTES DUE 1999
- - Principal amount of series: $200,000,000
- - Maturity date: November 1, 1999
- - Interest payment dates: May 1 and November 1
- - Record dates: April 15 and October 15
- - Issuance date: November 5, 1992

9 3/8% SUBORDINATED NOTES DUE 2001
- - Principal amount of series: $200,000,000
- - Maturity date: July 1, 2001
- - Interest payment dates: January 1 and July 1
- - Record dates: June 15 and December 15
- - Issuance date: July 13, 1989

9 3/4% SUBORDINATED NOTES DUE 2001
- - Principal amount of series: $150,000,000
- - Maturity date: November 1, 2001
- - Interest payment dates: May 1 and November 1
- - Record dates: April 15 and October 15
- - Issuance date: November 13, 1991

7 1/2% SUBORDINATED NOTES DUE 2003

- - Principal amount of series: $200,000,000
- - Maturity date: February 1, 2003
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Issuance date: February 2, 1993

FLOATING RATE SUBORDINATED NOTES DUE 2003

- - Principal amount of series: $150,000,000
- - Maturity date: July 15, 2003
- - Interest rate: Floating rate reset quarterly based on an annual rate equal to
the greater of (1) LIBOR plus 0.125% and (2) 4.35%, payable quarterly in
arrears
- - Interest payment dates: January 15, April 15, July 15 and October 15
- - Record dates: January 1, April 1, July 1 and October 1
- - Issuance date: July 15, 1993

24
<PAGE> 25

FLOATING RATE SUBORDINATED NOTES DUE
AUGUST 1, 2003

- - Principal amount of series: $100,000,000
- - Maturity date: August 1, 2003
- - Interest rate: Floating rate reset quarterly based on an annual rate equal to
the greater of (1) LIBOR and (2) 4.50%, payable quarterly in arrears
- - Interest payment dates: February 1, May 1, August 1 and November 1
- - Record dates: January 15, April 15, July 15 and October 15
- - Issuance date: August 5, 1993

8% SUBORDINATED NOTES DUE 2004

- - Principal amount of series: $150,000,000
- - Maturity date: August 1, 2004
- - Interest payment dates: May 15 and November 15
- - Record dates: May 1 and November 1
- - Redemption: Redeemable at our option on or after May 15, 1999 at a price equal
to their principal amount plus accrued and unpaid interest
- - Issuance date: May 25, 1994

7 7/8% SUBORDINATED NOTES DUE 2004

- - Principal amount of series: $150,000,000
- - Maturity date: August 1, 2004
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Redemption: Redeemable at our option on or after August 1, 1999 at a price
equal to their principal amount plus accrued and unpaid interest
- - Issuance date: August 10, 1994

6 1/2% SUBORDINATED NOTES DUE 2005

- - Principal amount of series: $200,000,000
- - Maturity date: August 1, 2005
- - Interest payment dates: February 1 and August 1
- - Record dates: January 15 and July 15
- - Issuance date: July 27, 1993

6 1/4% SUBORDINATED NOTES DUE 2006

- - Principal amount of series: $200,000,000
- - Maturity date: January 15, 2006
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: January 19, 1996

6 3/4% SUBORDINATED NOTES DUE 2008

- - Principal amount of series: $200,000,000
- - Maturity date: August 15, 2008
- - Interest payment dates: February 15 and August 15
- - Record dates: August 1 and February 1
- - Issuance date: August 17, 2008

6 1/8% SUBORDINATED NOTES DUE 2008

- - Principal amount of series: $100,000,000
- - Maturity date: October 15, 2008
- - Interest payment dates: April 15 and October 15
- - Record dates: April 1 and October 1
- - Issuance date: October 18, 1993

6 1/2% SUBORDINATED NOTES DUE 2009

- - Principal amount of series: $150,000,000
- - Maturity date: January 15, 2009
- - Interest payment dates: January 15 and July 15
- - Record dates: January 1 and July 1
- - Issuance date: January 24, 1994

SUBORDINATED MEDIUM-TERM NOTES, SERIES A

As of the date of this prospectus, $99,975,000 aggregate principal amount of
Heritage Chase Subordinated Medium-Term Notes, Series A (the "Heritage Chase
Subordinated Series A Notes") is issued and outstanding. In the table below we
specify the following terms of those Heritage Chase Subordinated Series A Notes:

- Issuance date;
- Principal amount;

- Maturity date; and
- Interest rate.

25
<PAGE> 26

The Heritage Chase Subordinated Series A Notes are not subject to a sinking fund
and are not redeemable prior to their maturity.

<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- ----------- ------------- -----
<S> <C> <C> <C> <C>
February 13, 1992......................... $71,675,000 ........ February 13, 1999......................... 8.65%
February 19, 1992......................... 4,800,000 ........ February 19, 1999......................... 8.76%
February 19, 1992......................... 6,000,000 ........ February 19, 1999......................... 8.77%
February 20, 1992......................... 10,000,000 ........ February 22, 1999......................... 8.81%
February 24, 1992......................... 7,500,000 ........ February 24, 1999......................... 9.00%
</TABLE>

TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B

As of the date of this prospectus, $150,000,000 aggregate principal amount of
Heritage Chase Subordinated Medium-Term Notes, Series B (the "Heritage Chase
Subordinated Series B Notes") is issued and outstanding. In the table below we
specify the following terms of those Heritage Chase Subordinated Series B Notes:

- Issuance date;
- Principal amount;

- Maturity date;
- Interest rate and redemption dates, if any.

The Heritage Chase Subordinated Series B Notes are not subject to a sinking fund
and are not redeemable unless a redemption date is indicated below. Unless
otherwise indicated below, the Heritage Chase Subordinated Series B Notes that
are redeemable are redeemable at 100% of their principal amount, plus accrued
and unpaid interest, if any, to the redemption date.

<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
------------- ----------- ------------- ----
<S> <C> <C> <C> <C>
July 23, 1992.................. $75,000,000 ......... July 23, 1999.................. 7.58%
May 25, 1995................... 25,000,000 ......... May 15, 2010................... 7.625%; redeemable
semiannually on or
after May 15, 2000
July 19, 1995.................. 25,000,000 ......... July 15, 2010.................. 7.20%; redeemable
semiannually on or
after July 15, 2000
February 15, 1996.............. 25,000,000 ......... February 15, 2011.............. 6.60%; redeemable
semiannually on or
after February 15, 2000
</TABLE>

PERMANENT GLOBAL HERITAGE CHASE DEBT SECURITIES

We issued certain series of the Heritage Chase Debt Securities in permanent
global form. See "Permanent Global Debt Securities" below for a discussion of
the rights of beneficial owners of interests in permanent global debt
securities.

INFORMATION CONCERNING THE TRUSTEES

We, the Bank and certain of our other subsidiaries maintain deposits and conduct
other banking transactions with the trustees under each of the Heritage Chase
Indentures in the ordinary course of business. U.S. Bank Trust National
Association is also trustee under the Company Subordinated Indenture, and
Bankers Trust Company is also trustee under the Company Senior Indenture.

DESCRIPTION OF MHC
SUBORDINATED SECURITIES

In connection with the merger of Manufacturers Hanover Corporation with and into
the Company, we assumed the obligations of Manufacturers Hanover Corporation
with respect to certain subordinated debt securities (the "MHC Subordinated
Securities"). The following summary of certain provisions of the MHC
Subordinated Securities and the indenture under which they were issued (the "MHC
Subordinated Indenture") is not complete. You should refer to the

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<PAGE> 27

MHC Subordinated Indenture, a copy of which is an exhibit to the registration
statement.

GENERAL

We issued the MHC Subordinated Securities under an Indenture, dated as of June
1, 1985, as amended (the "MHC Subordinated Indenture"), between the Company and
IBJ Schroder Bank & Trust Company, as trustee.

As noted above, because the Company is a holding company, claims of holders of
the MHC Subordinated Securities will generally have a junior position to claims
of creditors of our subsidiaries. See "Description of Company Debt
Securities -- General" above.

We issued the MHC Subordinated Securities in fully registered form without
coupons. The MHC Subordinated Indenture does not restrict our ability to enter
into a highly leveraged transaction or provide you with any special protection
in the event of such a transaction. In addition, the MHC Subordinated Indenture
does not provide special protection in the event of a sudden and dramatic
decline in our credit quality resulting from a takeover, recapitalization or
similar restructuring of the Company.

The MHC Subordinated Securities are direct, unsecured debt obligations of the
Company. Payment of the principal of the MHC Subordinated Securities is subject
to acceleration only in the event of our bankruptcy, insolvency or
reorganization. The MHC Subordinated Indenture does not restrict our ability to
incur additional debt (including MHC Senior Indebtedness (as defined below)).

Subordination. The MHC Subordinated Securities are subordinated, by their
terms, to Senior Indebtedness, and all of our other obligations (including
Additional Senior Obligations) to our creditors, other than any obligation that
is by its terms expressly stated to be not superior in right of payment to or to
rank equally with or junior to the MHC Subordinated Securities (collectively,
"MHC Senior Indebtedness").

Under the MHC Subordinated Indenture, no payment may be made on the MHC
Subordinated Securities in the event:

- - we have failed to make full payment of all amounts of principal (and premium,
if any) and interest, if any, due on all MHC Senior Indebtedness; or

- - there shall exist any event of default or any event which, with notice or
lapse of time or both, would become an event of default on any MHC Senior
Indebtedness.

In addition, upon our dissolution, winding-up, liquidation or reorganization we
must pay in full amounts of principal (and premium, if any) and interest, if
any, on all MHC Senior Indebtedness before we make any payment or distribution
on the MHC Subordinated Securities.

Because of the subordination of the MHC Subordinated Securities, in the event of
our insolvency, holders of MHC Senior Indebtedness may receive proportionately
more, and holders of MHC Subordinated Securities may receive proportionately
less, than our other creditors, including holders of Company Subordinated
Securities.

Defaults and Waivers. The MHC Subordinated Indenture defines an event of
default with respect to any series of MHC Subordinated Securities as:

(1) default for 30 days in the payment of any installment of interest;

(2) default in the payment, when due, of principal (or premium, if
any);

(3) default, for 60 days after written notice, in the observance or
performance of any other covenants or agreements applicable to that series;
and

(4) certain events of insolvency, bankruptcy or reorganization.

In case certain events of insolvency with respect to the Company occur and are
continuing with respect to any outstanding series of MHC Subordinated Securities
designated as primary capital securities (including the 8 1/2% February 15, 1999
Notes referred to below), then the trustee or the holders of at least 25% in
aggregate outstanding principal amount of that series may declare the principal
of all MHC Subordinated Securities of that series to be due and payable
immediately. However, the holders of not less than a majority in aggregate
principal amount of the MHC Subordinated Securities of that series may annul the
declaration and waive certain past defaults.

Holders of any series of MHC Subordinated Securities designated as primary
capital may not

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<PAGE> 28

accelerate the maturity of those MHC Subordinated Securities upon the occurrence
of an event of default, other than upon certain events involving our insolvency,
bankruptcy or reorganization.

The MHC Subordinated Indenture requires the trustee to, within 90 days after the
occurrence of a default with respect to any series, give to the holders of that
series notice of all uncured defaults known to it (the term "default" being
defined to include the events specified above without grace periods or notice).
However, the trustee may withhold the notice if it determines in good faith that
the withholding of the notice is in the interest of those holders. We are
required to furnish to the trustee annually an officers' certificate to the
effect that the Company is not in default under any provision of the MHC
Subordinated Indenture.

Other than the duty of the trustee to act with the required standard of care
during a default, the trustee is not obligated to exercise any of its rights or
powers at the request or direction of any of the holders of the MHC Subordinated
Securities, unless those holders have offered to the trustee reasonable
indemnity. Subject to that requirement for indemnity, the holders of a majority
in principal amount of the MHC Subordinated Securities of any series then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to, or exercising any trust or power conferred on, the
trustee with respect to the MHC Subordinated Securities of that series.

Modification of the MHC Subordinated Indenture. We and the trustee may modify
the MHC Subordinated Indenture with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the outstanding MHC Subordinated
Securities of all series to be affected (voting as one class). However, no such
modification may without the consent of all the holders affected by the
modification:

(1) extend the fixed maturity of any MHC Subordinated Security or
reduce the principal amount thereof or reduce the rate or extend the time
of payment of interest thereon or

(2) reduce the above-stated percentage of holders required to modify
or alter the MHC Subordinated Indenture.

SUBORDINATED CAPITAL NOTES DUE 1999

The only series of MHC Subordinated Securities outstanding as of the date of
this prospectus is the 8 1/2% Subordinated Capital Notes Due 1999. We have
specified certain terms of that series below.

- - Principal amount of series: $150,000,000

- - Maturity date: February 15, 1999

- - Interest payment dates: February 15 and August 15

- - Record dates: February 1 and August 1

- - Redemption: Not redeemable prior to stated maturity and not subject to a sink
fund

- - Issuance date: February 24, 1987

- - Other Terms: We designated the securities of this series as primary capital
securities upon issuance. At maturity, we will exchange this series for
Capital Securities of the Company having a market value equal to the principal
amount of the series, except to the extent that we elect to pay in cash the
principal amount of the series, in whole or in part, from Designated Proceeds.
We have Designated Proceeds sufficient to pay this series in cash at maturity.

INFORMATION CONCERNING THE TRUSTEE

We, the Bank and certain of our other subsidiaries maintain deposits with, and
conduct other business transactions with, the IBJ Schroder Bank & Trust Company
in the ordinary course of business.

PERMANENT GLOBAL DEBT SECURITIES

We have issued certain series of the Debt Securities as permanent global Debt
Securities. We deposited each permanent global Debt Security with, or on behalf
of, The Depository Trust Company, as depositary (the "Depositary"), or its
nominee and registered it in the name of a nominee of the Depositary. Except
under the limited circumstances described below, permanent global Debt
Securities are not be exchangeable for definitive, certificated Debt Securities.

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<PAGE> 29

Debt Securities and transfers of those ownership interests. Participants will
maintain records evidencing ownership of beneficial interests in the permanent
global Debt Securities by persons that hold through those participants and
transfers of those ownership interests within those participants. The Depositary
has no knowledge of the actual beneficial owners of the Debt Securities. You
will not receive written confirmation from the Depositary of your purchase, but
we do expect that you will receive written confirmations providing details of
the transaction, as well as periodic statements of your holdings from the
participant through which you entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of those securities in definitive form. Those laws may impair your
ability to transfer beneficial interests in a permanent global Debt Security.

The Depositary has advised us that upon the issuance of a permanent global Debt
Security and the deposit of that permanent global Debt Security with the
Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts represented
by that permanent global Debt Security to the accounts of its participants.

We will make payment of principal of, and interest on, Debt Securities
represented by a permanent global Debt Security to the Depositary or its
nominee, as the case may be, as the registered owner and holder of the permanent
global Debt Security representing those Debt Securities. The Depositary has
advised us that upon receipt of any payment of principal of, or interest on, a
permanent global Debt Security, the Depositary will immediately credit accounts
of participants with payments in amounts proportionate to their respective
beneficial interests in the principal amount of that permanent global Debt
Security, as shown in the records of the Depositary. Standing instructions and
customary practices will govern payments by participants to owners of beneficial
interests in a permanent global Debt Security held through those participants,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name". Those payments will be the sole
responsibility of those participants, subject to any statutory or regulatory
requirements as may be in effect from time to time.

None of the Company, the trustees nor any other agent of the Company or the
trustees will have any responsibility or liability for any aspect of the records
of the Depositary, any nominee or any participant relating to, or payments made
on account of, beneficial interests in a permanent global Debt Security or for
maintaining, supervising or reviewing any of the records of the Depositary, any
nominee or any participant relating to those beneficial interests.

A permanent global Debt Security is exchangeable for definitive Debt Securities
registered in the name of a person other than the Depositary or its nominee only
if:

(a) the Depositary notifies us that it is unwilling or unable to
continue as Depositary for that permanent global Debt Security or the
Depositary ceases to be registered under the Securities Exchange Act of
1934;

(b) we determine in our discretion that the permanent global Debt
Security will be exchangeable for definitive Debt Securities in registered
form; or

(c) there shall have occurred and be continuing an event of default or
an event which, with notice or the lapse of time or both, would constitute
an event of default under the Debt Securities.

Any permanent global Debt Security that is exchangeable as described in the
preceding sentence will be exchangeable in whole for definitive, certificated
Debt Securities in registered form, of like tenor and of an equal aggregate
principal amount as the permanent global Debt Security, in denominations of
$1,000 and integral multiples of $1,000. The registrar will register the
definitive Debt Securities in the name or names instructed by the Depositary. We
expect that those instructions may be based upon directions received by the
Depositary from its participants with respect to ownership of beneficial
interests in the permanent global Debt Security. We will make payment of any
principal and interest on the definitive Debt Securities and will register
transfers and exchanges of those definitive Debt Securities at the corporate
trust office of the Bank in the Borough of Manhattan, The City of New York.
However, we may elect to pay interest by check mailed to the address of the
person entitled to that interest

29
<PAGE> 30

payment as of the record date, as shown on the register for the Debt Securities.

Except as provided above, as an owner of a beneficial interest in a permanent
global Debt Security, you will not be entitled to receive physical delivery of
Debt Securities in definitive form and will not be considered a holder of Debt
Securities for any purpose under the indentures. No permanent global Debt
Security will be exchangeable except for another permanent global Debt Security
of like denomination and tenor to be registered in the name of the Depositary or
its nominee. Accordingly, you must rely on the procedures of the Depository and
the participant through which you own your interest to exercise any rights of a
holder under the permanent global Debt Security or the applicable indenture.

We understand that, under existing industry practices, in the event that the
Company requests any action of holders, or an owner of a beneficial interest in
a permanent global Debt Security desires to take any action that a holder is
entitled to take under the Debt Securities or the indentures, the Depositary
would authorize the participants holding the relevant beneficial interests to
take that action, and those participants would authorize beneficial owners
owning through those participants to take that action or would otherwise act
upon the instructions of beneficial owners owning through them.

The Depositary has advised us that the Depositary is a limited purpose trust
company organized under the laws of the State of New York, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Securities Exchange Act of 1934. The Depositary was created to hold securities
of its participants and to facilitate the clearance and settlement of securities
transactions among its participants in those securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. The Depositary is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the SEC.

DESCRIPTION OF CAPITAL STOCK

The following summary is not complete. You should also refer to our certificate
of incorporation, including the certificates of designations pursuant to which
the outstanding series of our preferred stock, par value $1 per share were
issued. Our certificate of incorporation is filed as an exhibit to the
registration statement. You should also refer to the applicable provisions of
the Delaware General Corporation Law.

COMMON STOCK

As of the date of this prospectus, we are authorized to issue up to
1,500,000,000 shares of common stock. At September 30, 1998, we had 881,549,790
shares of common stock issued (including 36,029,776 shares held in treasury) and
had reserved approximately 142,309,159 shares of common stock for issuance under
various employee or director incentive, compensation and option plans.

Holders of common stock are entitled to receive dividends when, as and if
declared by our board of directors out of funds legally available for payment
(subject to the rights of holders of the preferred stock).

Each holder of common stock is entitled to one vote per share. Subject to the
rights, if any, of the holders of any series of preferred stock under the
applicable certificates of designations and applicable law, all voting rights
are vested in the holders of shares of common stock. Holders of shares of common
stock have noncumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors can elect 100% of
the directors and the holders of the remaining shares will not be able to elect
any directors.

In the event of our voluntary or involuntary liquidation, dissolution or winding
up, the holders of common stock will be entitled to share equally

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<PAGE> 31

in any of our assets available for distribution after we have paid in full all
of our debts and distributions and after the holders of all series of our
outstanding preferred stock have received their liquidation preferences in full.

The issued and outstanding shares of common stock are fully paid and
nonassessable. Holders of shares of common stock are not entitled to preemptive
rights. Shares of common stock are not convertible into shares of any other
class of capital stock. ChaseMellon Shareholder Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for the common stock.

PREFERRED STOCK

Under our certificate of incorporation, our board of directors is authorized,
without further stockholder action, to issue up to 200,000,000 shares of
preferred stock, in one or more series, and to determine the voting powers and
the designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions of each series.

Under regulations adopted by the Federal Reserve Board, if the holders of any
series of preferred stock become entitled to vote for the election of directors
because dividends on that series are in arrears, that series may then be deemed
a "class of voting securities." In such a case, a holder of 25% or more of the
series, or a holder of 5% or more if that holder would also be considered to
exercise a "controlling influence" over the Company, may then be subject to
regulation as a bank holding company in accordance with the Bank Holding Company
Act of 1956. In addition, (1) any other bank holding company may be required to
obtain the prior approval of the Federal Reserve Board to acquire or retain 5%
or more of that series, and (2) any person other than a bank holding company may
be required to obtain the approval of the Federal Reserve Board to acquire or
retain 10% or more of that series.

OUTSTANDING PREFERRED STOCK. As of the date of this prospectus, we have six
series of preferred stock issued and outstanding, as described in the table
which follows:

<TABLE>
<CAPTION>
STATED VALUE AND OUTSTANDING AT EARLIEST RATE IN EFFECT AT
REDEMPTION PRICE SEPTEMBER 30, REDEMPTION SEPTEMBER 30,
PER SHARE(A) SHARES 1998 DATE 1998
---------------- ------------- -------------- ---------- -----------------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Adjustable Rate, Series L
Cumulative.................... $100.00 2.0 $200 6/30/1999 4.500%(b)
Adjustable Rate, Series N
Cumulative.................... 25.00 9.1 228 6/30/1999 4.505(b)
9.76% Cumulative................ 25.00 4.0 100 9/30/1999 9.76
10.96% Cumulative............... 25.00 4.0 100 6/30/2000 10.96
10.84% Cumulative............... 25.00 8.0 200 6/30/2001 10.84
Fixed/Adjustable Rate
Noncumulative................. 50.00 4.0 200 6/30/2003 4.96(c)
</TABLE>

- ---------------
(a) Redemption price is price indicated in table, plus includes accrued but
unpaid dividends, if any.
(b) Floating rates are based on certain U.S. Treasury rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of the Adjustable
Rate, Series L Cumulative Preferred Stock and the Adjustable Rate, Series N
Cumulative Preferred Stock.
(c) Dividends on this series for dividend periods commencing on or after July 1,
2003 will be at a floating rate based on certain U.S. Treasury rates (but
subject to a minimum rate of 5.46% and a maximum rate of 11.46%). The amount
of dividends payable may be adjusted, and the stock may be redeemed earlier
than June 30, 2003 in the event of certain amendments to the Internal
Revenue Code of 1986 relating to the dividends-received deduction.

Ranking. All the outstanding series of preferred stock have the same rank. All
the outstanding series of preferred stock have preference over the common stock
with respect to the payment of dividends and the distribution of assets in the
event of our liquidation or dissolution.

Dividends. Dividends payable on each series of outstanding preferred stock are
payable quarterly, when and as declared by the board of directors, on

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<PAGE> 32

each March 31, June 30, September 30 and December 31. Dividends on all the
outstanding series of preferred stock, other than the Fixed/ Adjustable Rate
Noncumulative Preferred Stock, are cumulative. If we fail to declare a dividend
on the Fixed/Adjustable Rate Noncumulative Preferred Stock for any dividend
period, holders of that series will have no right to receive a dividend for that
dividend period, whether or not we declare dividends on that series for any
future dividend periods.

We may not declare or pay any dividends on any series of preferred stock,
unless, for the dividend period commencing after the immediately preceding
dividend payment date, we have previously declared and paid or we
contemporaneously declare and pay full dividends (and cumulative dividends still
owing, if any) on all other series of preferred stock which have the same rank
as, or rank senior to, that series of preferred stock. If we do not pay in full
the dividend on those equally-and senior-ranking series, we may only declare
dividends pro rata, so that the amount of dividends declared per share on that
series of preferred stock and on each other equally- or senior-ranking series of
preferred stock will bear to each other the same ratio that accrued dividends
per share on that series of preferred stock and those other series bear to each
other. In addition, generally, unless we have paid full dividends, including
cumulative dividends still owing, if any, on all outstanding shares of any
series of preferred stock, we may not declare or pay dividends on our common
stock and generally we may not redeem or purchase any common stock. We will not
pay interest or any sum of money in lieu of interest on any dividend payment or
payments that may be in arrears.

Rights Upon Liquidation; Redemption. In the event of our liquidation,
dissolution or winding-up, as an owner of preferred stock, you would be entitled
to receive liquidating distributions in the amount set forth opposite your
applicable series in the table above, plus accrued and unpaid dividends, if any,
before we make any distribution of our assets to the holders of our common
stock. Each of the outstanding series of preferred stock is redeemable at our
option at a redemption price equal to the redemption price set forth opposite
that series in the table above, plus accrued but unpaid dividends, if any. In
addition, we may redeem the shares of the Fixed/Adjustable Rate Noncumulative
Preferred Stock earlier than June 30, 2003 in the event of certain amendments to
the Internal Revenue Code of 1986 relating to the dividends-received deduction.

Voting Rights. If, at the time of any annual meeting of our stockholders, the
equivalent of six quarterly dividends payable on any series of outstanding
cumulative preferred stock is in default, the number of directors constituting
our board of directors will be increased by two and the holders of all the
outstanding preferred stock, voting together as a single class, will be entitled
to elect those additional two directors at that annual meeting. Each director
elected by the holders of shares of the outstanding preferred stock will
continue to serve as director for the full term for which he or she shall have
been elected, even if prior to the end of that term we have paid in full the
amount of dividends that had been in arrears. For purposes of this paragraph,
"default" means that accrued and unpaid dividends on the applicable series shall
be equal to or greater than the equivalent of six quarterly dividends.

All series of the outstanding preferred stock other than the 10.96% Cumulative
Preferred Stock and Adjustable Rate, Series L Cumulative Preferred Stock provide
that the affirmative vote of the holders of at least two-thirds of the shares of
all outstanding series of preferred stock, voting together as a single class
without regard to series, will be required to:

- - create any class or series of stock having a preference over any outstanding
series of preferred stock; or

- - change the provisions of our certificate of incorporation in a manner that
would adversely affect the voting powers or other rights of the holders of a
series of preferred stock.

Those series of preferred stock also state that if the amendment does not
adversely affect all series of outstanding preferred stock, then the amendment
will only need to be approved by holders of at least two thirds of the shares of
the series of preferred stock adversely affected.

The 10.96% Cumulative Preferred Stock and Adjustable Rate, Series L Cumulative
Preferred Stock each provide as follows:

- - the consent of holders of at least two-thirds of the outstanding shares of the
particular series,
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<PAGE> 33

voting as a separate class, is required for any amendment of our certificate
of incorporation that would adversely affect the powers, preferences,
privileges or rights of that series; and

- - the consent of the holders of at least two-thirds of the voting power of that
series and each of the series of preferred stock having the same rank, voting
together as a single class without regard to series, is required to create,
authorize or issue, or reclassify any stock into any additional class or
series of stock ranking prior to that series as to dividends or upon
liquidation, or any other security or obligation convertible into or
exercisable for any such prior-ranking stock.

Miscellaneous. No series of outstanding preferred stock is convertible into
shares of our common stock or other securities of the Company. No series of
outstanding preferred stock is subject to preemptive rights.

Transfer Agent and Registrar. ChaseMellon Shareholder Services, L.L.C. is the
transfer agent, registrar and dividend disbursement agent for the preferred
stock and related depositary shares, if any. The registrar for the preferred
stock will send notices to the holders of the preferred stock of any meetings at
which such holders will have the right to elect directors or to vote on any
other matter.

PERMANENT GLOBAL PREFERRED SECURITIES

We have issued certain series of the preferred stock as permanent global
securities deposited with the Depositary Trust Company as Depositary ("global
preferred securities"). We have deposited each global preferred security with or
on behalf of the Depositary or its nominee and registered it in the name of a
nominee of the Depositary. Except under the limited circumstances described
below, global preferred securities are not exchangeable for definitive
certificated preferred stock.

Only institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants may own
beneficial interests in a global preferred security. The Depositary will
maintain records evidencing ownership of beneficial interests by participants in
a global preferred security and transfers of those ownership interests.
Participants will maintain records evidencing ownership of beneficial interests
in a global preferred security by persons that hold through those participants
and transfers of those ownership interests within those participants. The
Depositary has no knowledge of the actual beneficial owners of the preferred
stock. You will not receive written confirmation from the Depositary of your
purchase, but we do expect you to receive written confirmations providing
details of the transaction, as well as periodic statements of your holdings,
from the participants through which you entered the transaction. The laws of
some jurisdictions require that certain purchasers of securities take physical
delivery of those securities in definitive, certificated form. Those laws may
impair your ability to transfer beneficial interests in a global preferred
security.

The Depositary has advised us that upon the issuance of a global preferred
security and the deposit of that global preferred security with the Depositary,
the Depositary will immediately credit, on its book-entry registration and
transfer system, the respective principal amounts represented by that global
preferred security to the accounts of its participants.

We will make payments on the preferred stock represented by a global preferred
security to the Depositary or its nominee, as the case may be, as the registered
owner and holder of the global preferred security representing that preferred
stock. The Depositary has advised us that upon receipt of any payment on a
global preferred security, the Depositary will immediately credit accounts of
participants on its book-entry registration and transfer system with payments in
amounts proportionate to their respective beneficial interests in that global
preferred security, as shown in the records of the Depositary. Standing
instructions and customary practices will govern payments by participants to
owners of beneficial interests in a global preferred security held through those
participants, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Those payments will be
the sole responsibility of those participants, subject to any statutory or
regulatory requirements as may be in effect from time to time.

Neither we nor any of our agents will be responsible for any aspect of the
records of the Depositary, any nominee or any participant relating to, or
payments made on account of, beneficial

33
<PAGE> 34

interests in a global preferred security or for maintaining, supervising or
reviewing any of the records of the Depositary, any nominee or any participant
relating to those beneficial interests.

A global preferred security is exchangeable for definitive certificated
preferred stock registered in the name of a person other than the Depositary or
its nominee, only if:

(a) the Depositary notifies us that it is unwilling or unable to
continue as Depositary for such global preferred security or the Depositary
ceases to be registered under the Securities Exchange Act of 1934; or

(b) we determine in our discretion that the global preferred security
will be exchangeable for certificated preferred stock.

Any global preferred security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive, certificated preferred
stock registered by the registrar in the name or names instructed by the
Depositary. We expect that such instructions may be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in the global preferred security.

Except as provided above, as an owner of a beneficial interest in a global
preferred security, you will not be entitled to receive physical delivery of
certificates representing shares of preferred stock and will not be considered a
holder of preferred stock. No global preferred security will be exchangeable
except for another global preferred security to be registered in the name of the
Depositary or its nominee. Accordingly, you must rely on the procedures of the
Depositary and the participant through which you own your interest to exercise
any rights of a holder of preferred stock.

We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a global
preferred security desires to take any action that a holder of preferred stock
is entitled to take, the Depositary would authorize the participants holding the
relevant beneficial interests to take that action, and those participants would
authorize beneficial owners owning through those participants to take that
action or would otherwise act upon the instructions of beneficial owners owning
through them.

EXPERTS

The financial statements of the Company incorporated in this prospectus by
reference to the Annual Report of the Company on Form 10-K for the year ended
December 31, 1997 have been incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.

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