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Exhibit 4.3
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
The Chase Manhattan Corporation, (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "General Corporation Law"),
DOES HEREBY CERTIFY:
FIRST. That the Board of Directors of the Corporation has duly
adopted a resolution setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Corporation, declaring such amendment to be
advisable and directing that such amendment be considered at the next annual
meeting of stockholders of the Corporation. Pursuant to the proposed amendment,
the first paragraph of Article FOURTH of the Restated Certificate of
Incorporation of the Corporation shall be amended to read in its entirety as
follows:
"FOURTH. The total number of shares of all classes of capital stock
that the Corporation shall have authority to issue is FOUR BILLION
SEVEN HUNDRED MILLION, of which TWO HUNDRED MILLION shares shall be
shares of preferred stock of the par value of $1 per share
(hereinafter called "Preferred Stock") and FOUR BILLION FIVE HUNDRED
MILLION shares shall be shares of common stock of the par value of $1
per share (hereinafter called "Common Stock"). Every two shares of
Common Stock, issued and outstanding or held in the treasury of the
Corporation immediately prior to the close of business on such day
when the amendment of this first paragraph of Article FOURTH of the
restated Certificate of Incorporation shall become effective, shall be
subdivided and changed and reclassified into three fully paid and
nonassessable shares of Common Stock, par value $1 per share, of the
Corporation, and at the close of business on such date, each holder of
record of Common Stock shall, without further action, be and become
the holder of one additional share of Common Stock for every two
shares of Common Stock held of record by such holder immediately prior
thereto; provided, however, that the Corporation shall not issue any
fractional share and shall pay cash in lieu of any fractional share in
an amount equal to the value of such fractional share based on the
closing price of a whole share of Common Stock as reported on the New
York Stock Exchange Composite tape on the effective date hereof,
adjusted to give effect to the 3-for-2 split of the Common Stock."
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SECOND. That thereafter the foregoing amendment was approved by the
requisite vote of the stockholders of the Corporation.
THIRD. Said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its authorized officer, this 17th day of May, 2000.
/s/ ANTHONY J. HORAN
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Anthony J. Horan
Secretary
