-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SD+r+fzrka6gT69Dvgz7WIlmIExRDil2djZzAt2RCuoAABExOGaEIVXpLprbtlFR PKP6lChuFMGQEoXOvBs36g== 0000950123-94-001436.txt : 19940831 0000950123-94-001436.hdr.sgml : 19940831 ACCESSION NUMBER: 0000950123-94-001436 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 25 REFERENCES 429: 033-51044 REFERENCES 429: 033-58144 FILED AS OF DATE: 19940830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP CENTRAL INDEX KEY: 0000019489 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 132633613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55295 FILM NUMBER: 94547309 BUSINESS ADDRESS: STREET 1: 1 CHASE MANHATTAN PLZ CITY: NEW YORK STATE: NY ZIP: 10081 BUSINESS PHONE: 2125522222 MAIL ADDRESS: STREET 1: 33 MAIDEN LANE STREET 2: 33 MAIDEN LANE CITY: NEW YORK STATE: NY ZIP: 10081 S-3 1 CHASE SUPERSHELF 1 Post-Effective Amendment No. 1 (No. 33-51044) Post-Effective Amendment No. 1 (No. 33-58144) File No. 33- ____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------------- THE CHASE MANHATTAN CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-2633613 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1 Chase Manhattan Plaza, New York, New York 10081 (212) 552-2222 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------------- DEBORAH L. DUNCAN LESTER J. STEPHENS, JR. ARJUN K. MATHRANI Senior Vice Senior Vice President Executive Vice President and and Controller President and Treasurer Chief Financial Officer RONALD C. MAYER Secretary 1 Chase Manhattan Plaza, New York, New York 10081 (212)552-2222 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: ROBERT B. ADAMS, Esq. The Chase Manhattan Corporation 1 Chase Manhattan Plaza New York, New York 10081 ------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. ------------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / X / ------------------------------- CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of Title of Each Class Amount to be Offering Price Aggregate Offering Registration Fee of Securities to be Registered Registered Per Unit(1) Price(1)(2) - ------------------------------ ---------------- ---------------- ------------------ ---------------- Senior/Subordinated Debt Securities 100% and Warrants to purchase Senior/Subordinated Debt Securities $2,000,000,000(3) 100% $2,000,000,000 $689,660 Preferred Stock, without par value(4) Currency Warrants, Indexed 100% Warrants and Interest Rate Warrants Common Stock, par value $2.00 per share and Junior Participating Preferred Stock Purchase Rights(5) Capital Securities(5), (6) (1) Estimated solely for purposes of calculating the registration fee, which is calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended. (2) Exclusive of accrued interest, if any. No separate consideration will be received for Common Stock (and attached Junior Participating Preferred Stock Purchase Rights), Preferred Stock or Capital Securities that are issued upon conversion or exchange of Debt Securities or Preferred Stock, as the case may be. The aggregate maximum offering price of all offered securities being registered hereby will not exceed $2,000,000,000 or the equivalent amount in any foreign currency, currency unit or composite of currencies. (3) Plus such additional principal amount as may be necessary such that, if Debt Securities are offered with original issue discount, the aggregate initial offering price of all offered securities being registered hereby will not exceed $2,000,000,000 or the equivalent amount in any foreign currency, currency unit or composite of currencies. (4) Such indeterminate number of shares of Preferred Stock as may, from time to time, be issued at indeterminate prices or as may be issued upon exchange of any Debt Securities that are exchangeable into Preferred Stock. (5) Such indeterminate number of shares of Common Stock (and attached Junior Participating Preferred Stock Purchase Rights) as may be issued upon conversion or exchange of Debt Securities, Preferred Stock or Capital Securities that are convertible or exchangeable into Common Stock. (6) Such indeterminate amount of Capital Securities (as defined at page 24 herein), which may consist of Common Stock (and attached Junior Participating Preferred Stock Purchase Rights), perpetual preferred stock or other securities (each as described at pages 27-35 herein), as may be issued in exchange for Debt Securities that are exchangeable for Capital Securities.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included in this Registration Statement will also be used in connection with the issuance of debt securities registered pursuant to Registration Statement No. 33-58144 previously filed by the Registrant on Form S-3 and declared effective on March 2, 1993 and preferred stock registered pursuant to Registration Statement No. 33-51044 previously filed by the Registrant on Form S-3 and declared effective on September 13, 1992. This Registration Statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 33-51044 and Post-Effective Amendment No. 1 to Registration Statement No. 33-58144, and such Post-Effective Amendments shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 2 SUBJECT TO COMPLETION, DATED AUGUST __, 1994 "INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE." PROSPECTUS LOGO $2,627,525,000 THE CHASE MANHATTAN CORPORATION DEBT SECURITIES, DEBT WARRANTS, PREFERRED STOCK, CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE WARRANTS _______________ The Chase Manhattan Corporation (the "Company") may offer from time to time pursuant hereto its (i) unsecured debt securities which may be either Senior (the "Senior Securities") or Subordinated (the "Subordinated Securities") in priority of payment, consisting of debentures, notes or other evidences of indebtedness (collectively, "Debt Securities"), (ii) warrants to purchase Debt Securities (the "Debt Warrants"), (iii) shares of its preferred stock without par value ("Preferred Stock"), (iv) warrants entitling the holders thereof to receive from the Company, upon exercise, the cash value of the right to sell ("Currency Put Warrants") and to purchase ("Currency Call Warrants" and, together with the Currency Put Warrants, the "Currency Warrants") a certain amount of one currency or currency unit for a certain amount of a different currency or currency unit, all as shall be designated by the Company at the time of offering, (v) warrants entitling the holders thereof to receive from the Company, upon exercise, an amount in cash determined by reference to decreases ("Index Put Warrants") or increases ("Index Call Warrants") in the level of a specified index (an "Index") which may be based on one or more U.S. or foreign stocks, bonds or other securities, one or more U.S. or foreign interest rates, one or more currencies or currency units, or any combination of the foregoing, or determined by reference to the differential between any two Indices ("Index Spread Warrants" and, together with the Index Put Warrants and the Index Call Warrants, the "Index Warrants"), all as shall be designated by the Company at the time of offering, and (vi) warrants entitling the holders thereof to receive from the Company, upon exercise, an amount in cash determined by reference to decreases ("Interest Rate Put Warrants") or increases ("Interest Rate Call Warrants" and, together with the Interest Rate Put Warrants, the "Interest Rate Warrants") in the yield, closing price or rate of one or more specified debt instruments issued either by the United States Government or by a foreign government (the "Government Debt Instrument"), in the interest rate or interest rate swap rate established from time to time by one or more specified financial institutions (the "Financial Institution Rate") or in any specified combination of Government Debt Instruments and/or Financial Institution Rates, all as shall be designated by the Company at the time of offering. The Debt Securities, Debt Warrants, Preferred Stock, Currency Warrants, Index Warrants and Interest Rate Warrants are collectively referred to as the "Securities." The Debt Warrants, Currency Warrants, Index Warrants and Interest Rate Warrants are collectively referred to as the "Warrants." The Company may issue Securities at an aggregate initial offering price which will result in proceeds to the Company of not more than $2,627,525,000 or, if applicable, the equivalent thereof in any other currency or currency units. The Securities may be offered as separate series in amounts, at prices and on terms to be set forth in the applicable Prospectus Supplement. The terms of each series of Securities, including, where applicable, the specific designation, priority, aggregate principal amount or number of shares, authorized denominations or stated value per share, maturity, interest or dividend rate or rates (or method of ascertaining same), interest or dividend payment dates, any optional or mandatory redemption terms, any conversion, exchange or sinking fund provisions, any initial public offering price, the proceeds to the Company, listing on any securities exchange, and any other specific terms of or in connection with the offering and sale of such series (the "Offered Securities") also will be set forth in the applicable Prospectus Supplement. As used herein, Securities shall include securities denominated in United States dollars or, at the option of the Company, if so specified in the applicable Prospectus Supplement, in any other currency, currency unit or composite of currencies or in amounts determined by reference to an index. The Senior Securities will rank equally with all other unsubordinated and unsecured indebtedness of the Company. The Subordinated Securities will be subordinated to all existing and future Senior Indebtedness of the Company (as defined below). At June 30, 1994, the outstanding Senior Indebtedness of the Company, exclusive of guarantees and other contingent obligations, was approximately $2.7 billion. See "DESCRIPTION OF DEBT SECURITIES -- General." When Warrants are offered, the Prospectus Supplement will set forth the specific terms, such as, where applicable, the specific designation, aggregate number of Warrants, the initial public offering price, exercise price, detachability, the currency or currency unit for which the Warrants may be purchased, the currency or currency unit in which the cash settlement value or the exercise price is payable, the method of calculation of the cash settlement value, the date on which such Warrants become exercisable and the expiration date, provisions, if any, for the automatic exercise and/or cancellation prior to the expiration date, a discussion of certain United States federal income tax, accounting or other special considerations applicable thereto and any other terms in connection with such offering and sale. The Securities may be sold directly by the Company, through agents designated from time to time or to or through underwriters or dealers. See "PLAN OF DISTRIBUTION." If any agents of the Company or any underwriters are involved in the sale of any Offered Securities in respect of which this Prospectus is being delivered, the names of such agents or underwriters and any applicable commissions or discounts will be set forth in the applicable Prospectus Supplement. The net proceeds to the Company from such sale also will be set forth in the applicable Prospectus Supplement. _______________ THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. _______________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________ THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. _______________ THE DATE OF THIS PROSPECTUS IS AUGUST __, 1994. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "SEC"). Proxy statements, reports and other information concerning the Company can be inspected and copied at the SEC's office at 450 Fifth Street, N.W., Washington, D.C. 20549 and the SEC's Regional Offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Proxy statements, reports and other information concerning the Company also may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. This Prospectus does not contain all the information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the SEC under the Securities Act of 1933 (the "Act") and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated herein by reference the following documents of the Company heretofore filed by it with the SEC: (i) Annual Report on Form 10-K for the year ended December 31, 1993, filed pursuant to Section 13 of the Exchange Act, including the portions of THE CHASE MANHATTAN CORPORATION 1993 Annual Report incorporated therein (the "1993 Annual Report"). (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994, filed pursuant to Section 13 of the Exchange Act. (iii) Current Reports on Form 8-K dated January 18, 1994, January 20, 1994, April 18, 1994, April 29, 1994, May 18, 1994, July 18, 1994, August 3, 1994, August 3, 1994 and August 11, 1994 filed pursuant to Section 13 of the Exchange Act. (iv) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 filed pursuant to Section 12 of the Exchange Act on April 11, 1969, as amended by amendments thereto on Form 8 filed on June 20, 1969, April 8, 1988, May 17, 1990 and April 19, 1993 and the description of the Company's Junior Participating Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A filed on February 17, 1989, including all amendments and reports filed for the purpose of updating such descriptions prior to the termination of the offering of the Securities of the Company offered hereby. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Securities of the Company offered hereby shall be deemed to be incorporated by reference into this Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (OTHER THAN EXHIBITS EXPRESSLY INCORPORATED BY REFERENCE THEREIN). WRITTEN REQUESTS SHOULD BE DIRECTED TO: THE CHASE MANHATTAN CORPORATION 1 CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10081 ATTENTION: OFFICE OF THE SECRETARY TELEPHONE REQUESTS MAY BE DIRECTED TO (212) 552-6511. _______________ Unless otherwise indicated, currency amounts in this Prospectus and any Prospectus Supplement thereto are stated in United States dollars ("$", "dollars" or "U.S.$"). 2 4 THE CHASE MANHATTAN CORPORATION The Company is a bank holding company that was incorporated in 1969 and whose principal subsidiary is The Chase Manhattan Bank (National Association) (the "Bank"). As used herein, the term "Corporation" means the Company and its consolidated subsidiaries and the term "Bank" means the Bank and its subsidiaries. In addition to the Bank, the Corporation holds investments in other subsidiaries that provide a variety of financial services, including commercial and consumer financing, investment banking, securities trading and investment advisory services. The Corporation's primary strategy is that of a global bank with a diversified domestic base serving three interrelated franchises: global financial services, domestic consumer products and regional banking in the northeastern United States. Over the last few years, the Corporation has focused its business and marketing efforts on two types of customers -- retail (individuals and small and medium-sized businesses) and wholesale (primarily large corporations and institutions). The Corporation's business groups serving retail customers are National Consumer Product Companies, Regional Banking and Global Private Banking; those serving wholesale customers are Global Corporate Finance, Global Risk Management, Global Capital Markets and Transaction and Information Services. In addition to these core business groups, the Real Estate Finance Sector manages the Corporation's loan portfolio related to the domestic commercial real estate business and the LDC Portfolio Management group oversees the Corporation's portfolio of cross-border extensions of credit to refinancing countries. The Company's ability to pay dividends on its preferred and common stock is derived from several sources, including, among other sources, dividends from its banking and nonbanking subsidiaries. The ability of the Company's banking subsidiaries to pay dividends is subject to certain restrictions. National banks are subject to various legal limitations which prohibit the payment of dividends in certain circumstances and restrict the amount that may be paid without the prior approval of the Office of the Comptroller of the Currency ("OCC"). A national bank may not pay a dividend if that dividend would exceed its net profits, as defined by national banking laws, then on hand. Without the approval of the OCC, a national bank may not pay a dividend in any given year in an amount greater than its net profits for that year combined with its retained net profits from the preceding two years, less any required transfers to surplus. 3 5 At June 30, 1994, under the more restrictive of these limitations, the Bank could declare dividends during the remainder of 1994 of approximately $1.1 billion, combined with an additional amount equal to its retained net profits for 1994 up to the date of any dividend declaration. Under applicable state and federal laws, The Chase Manhattan Bank (USA) ("Chase USA") and Chase Bank of Maryland ("Chase Maryland") could declare dividends during the remainder of 1994 of approximately $960 million and $2 million, respectively, combined with an additional amount equal to their respective retained net profits from June 30, 1994 up to the date of any dividend declaration. The payment of dividends by bank holding companies and their banking subsidiaries may also be limited by other factors, including applicable regulatory capital guidelines and leverage limitations. The Company is a legal entity separate and distinct from the Bank and the Company's other subsidiaries. There are various legal limitations on the extent to which banks, such as the Bank, Chase USA and Chase Maryland, that are insured by the Federal Deposit Insurance Corporation (the "FDIC"), may finance or otherwise supply funds to certain of their affiliates. In particular, each bank that is a subsidiary of the Company is subject to certain restrictions on any extensions of credit to, or other covered transactions, such as certain purchases of assets, with the Company or such affiliates. Such restrictions prevent banking subsidiaries of the Company from lending to the Company and their affiliates unless such extensions of credit are secured by collateral in specified amounts and are made on terms and conditions that are substantially the same as those prevailing for comparable transactions with non-affiliated companies. Further, such covered transactions by any such bank are limited in amount as to the Company or any such affiliate to 10 percent of such bank's capital and surplus and as to the Company and all such affiliates in the aggregate to 20 percent of such bank's capital and surplus. The Company's Executive Office is located at 1 Chase Manhattan Plaza, New York, New York 10081 and its telephone number at said office is (212) 552-2222. REGULATORY DEVELOPMENTS The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted, among other things, to increase funding for the FDIC's Bank Insurance Fund, and establish standards for, and restrictions on, activities of depository institutions based upon capital status and supervisory evaluation by federal banking regulators. Federal banking agencies were required to adopt various rules and regulations implementing FDICIA, most of which have already been promulgated; others of which are still in the rulemaking process. Through June 30, 1994, regulations have been promulgated under FDICIA 4 6 covering a variety of matters including assessment of risk-based deposit insurance and prompt corrective action measures available to federal regulators based on the capital category of an institution. Based upon its assessment of the impact of all of the regulations issued under FDICIA, the Company does not expect any of them to have a material effect on its operations. Regulatory action is pending on further rules proposed or to be proposed under FDICIA, governing such matters as operational and managerial standards and capital requirements. Until these rules are adopted in final form, however, it is difficult to assess how they will impact the Company's financial condition or operations. USE OF PROCEEDS Unless otherwise indicated in the applicable Prospectus Supplement, the net proceeds from the sale of the Securities will be applied to general corporate purposes, including, without limitation, advances to or investments in banking and non-banking subsidiaries of the Company and the repayment of commercial paper or other indebtedness of the Company. The Company expects that it will, from time to time, engage in additional private or public financings in character and amount to be determined as market conditions warrant and as the need arises. RATIOS OF EARNINGS TO FIXED CHARGES The following are the consolidated ratios of earnings to fixed charges for the Corporation for the six-month period ending June 30, 1994 and for each of the years in the five-year period ended December 31, 1993: SIX MONTHS YEAR ENDED ENDED DECEMBER 31, JUNE 30, 1994 1993 1992 1991 1990 1989 ------------- ------------------------------------ Excluding Interest on Deposits . . . . 1.8x 1.3x 1.4x 1.3x * * Including Interest on Deposits . . . . 1.4 1.1 1.2 1.1 * * _______________ * For the years ended December 31, 1990 and 1989, earnings did not cover fixed charges by $91 million and $449 million, respectively, primarily as a result of large additions to the reserve for possible credit losses and special charges. 5 7 For purposes of computing the consolidated ratios, earnings represent net income (loss) plus applicable income taxes and fixed charges, less cumulative effect of change in accounting principle (for the year ended December 31, 1993) and equity in undistributed earnings (losses) of unconsolidated subsidiaries and associated companies. Fixed charges represent interest expense (exclusive of interest on deposits in one case and inclusive of such interest in the other), amortization of debt discount and issuance costs and one-third (the amount deemed to represent an interest factor) of net rental expense under all lease commitments. RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS The following are the consolidated ratios of earnings to fixed charges and preferred stock dividend requirements for the Corporation for the six-month period ended June 30, 1994 and for each of the years in the five-year period ended December 31, 1993: SIX MONTHS YEAR ENDED ENDED DECEMBER 31, JUNE 30, 1994 1993 1992 1991 1990 1989 ------------- ---------------------------- Excluding Interest on Deposits . . . . 1.7x 1.2x 1.2x 1.2x * * Including Interest on Deposits . . . . 1.4 1.1 1.1 1.1 * * _______________ * For the years ended December 31, 1990 and 1989, earnings did not cover fixed charges and preferred stock dividend requirements by $231 million and $580 million, respectively, primarily as a result of large additions to the reserve for possible credit losses and special charges. For purposes of computing the consolidated ratios, earnings represent net income (loss) applicable to common stock plus applicable income taxes, fixed charges and preferred stock dividend requirements, less cumulative effect of change in accounting principle (for the year ended December 31, 1993) and equity in undistributed earnings (losses) of unconsolidated subsidiaries and associated companies. Fixed charges and preferred stock dividend requirements represent interest expense (exclusive of interest on deposits in one case and inclusive of such interest in the other), amortization of debt discount and issuance costs, one-third (the amount deemed to represent an interest factor) of net rental expense under all lease 6 8 commitments and dividend requirements on the outstanding preferred stock. DESCRIPTION OF DEBT SECURITIES The following description of the terms of the Debt Securities sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The Debt Securities may be issued from time to time in one or more series. The particular terms of each series of Debt Securities offered by any Prospectus Supplement and the extent, if any, to which such general provisions may apply to the Debt Securities so offered will be described in the applicable Prospectus Supplement. The Senior Securities will be issued under an Indenture, dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991, between the Company and Bankers Trust Company, as Trustee (the "Senior Trustee") (said Indenture as so supplemented, the "Senior Indenture"). The Subordinated Securities will be issued under the Amended and Restated Indenture, dated as of September 1, 1993, between the Company and Chemical Bank, as Trustee (the "Subordinated Trustee") (said Indenture is referred to as the "Subordinated Indenture"). The Senior Indenture and the Subordinated Indenture are hereinafter collectively referred to as the "Indentures." The statements under this caption relating to the Debt Securities include brief summaries of certain provisions of the Indentures, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the applicable Indenture, each of which is filed as an exhibit to the Registration Statement. Such summaries encompass all the material provisions of the Debt Securities and their related Indentures, including the definitions therein of certain terms. All article and section references appearing herein are to articles and sections of the applicable Indenture, and all capitalized terms not defined herein have the meanings specified in such Indenture. Whenever terms which are defined in an Indenture are referred to, it is intended that such defined terms shall be incorporated herein by reference. Because the Company is a holding company, its rights and the rights of its creditors, including the Holders of the Debt Securities, to participate in the assets of any subsidiary upon the latter's liquidation or recapitalization would be subject to the prior claims of such subsidiary's creditors except to the extent that the Company may itself be a creditor with recognized claims against such subsidiary. There is no restriction in the 7 9 Debt Securities or either Indenture against the incurring of indebtedness by the Company, the Bank or any other subsidiary of the Company. The Debt Securities may be issued either in registered form ("Registered Securities") or bearer form ("Bearer Securities") with coupons attached or both. The Bearer Securities will be offered only to non-United States persons and to offices of certain United States financial institutions located outside the United States. GENERAL Neither Indenture limits the amount of Debt Securities which may be issued thereunder and Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. The Senior Securities will be unsecured and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. The Subordinated Securities will be unsecured and will be subordinate and junior in right of payment to the Company's obligations to the Holders of Senior Indebtedness of the Company. See "THE SUBORDINATED SECURITIES -- Subordination." Unless otherwise set forth in the applicable Prospectus Supplement, neither the Indentures nor the Debt Securities contain provisions which would afford holders of Debt Securities protection in the event of a takeover, recapitalization or similar restructuring involving the Company, which could adversely affect the Debt Securities. Reference is made to the applicable Prospectus Supplement that will contain the specific terms of the series of Debt Securities that are Offered Securities, including where applicable: (1) the title and priority of the Offered Securities; (2) any limit on the aggregate principal amount of the Offered Securities; (3) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Offered Securities will be issued; (4) the date or dates on which the Offered Securities will mature; (5) the rate or rates (which may be fixed or variable) per annum at which the Offered Securities will bear interest, if any, or the method of determining the same, and the date or dates from which such interest, if any, will accrue; (6) the Interest Payment Dates, if any, for the interest payable on the Offered Securities and the Regular Record Dates for the interest payable on Registered Securities and whether any such payments may be postponed or deferred; (7) whether interest in respect of any portion of a temporary global Debt Security representing the Offered Securities which is payable in respect of an Interest Payment Date prior to the issuance of definitive Debt Securities will be credited to the Persons entitled thereto on such Interest Payment Date; (8) any mandatory or optional sinking fund, amortization or analogous 8 10 provisions; (9) the place or places where the principal of (and premium, if any) and interest, if any, on the Offered Securities will be payable if other than solely at the Principal Trust Office (as defined under "Payment and Paying Agents" below); (10) the date, if any, after which and the price or prices at which the Offered Securities may, pursuant to any optional or mandatory redemption provisions, be redeemed, in whole or in part, and the other detailed terms and provisions of any such optional or mandatory redemption provisions; (11) whether the Offered Securities are to be issuable as Registered Securities or Bearer Securities or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether the Offered Securities may be issued in global form, and, if so, the circumstances under which such Offered Securities may be exchanged for Offered Securities of like tenor issued in a different form, and the name of the depository with respect to any global Offered Security; (12) any special provisions for the payment of additional amounts with respect to the Offered Securities; (13) the denominations in which any Offered Securities which are Registered Securities will be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which any Offered Securities which are Bearer Securities will be issuable if other than the denomination of $5,000; (14) the currency, currency unit or currencies of payment of principal of (and premium, if any) and interest, if any, on the Offered Securities if other than dollars; (15) any index, currency exchange rate, commodity or derivative instrument price, or other publicly available data used to determine the amount of payments of principal of (and premium, if any) and interest, if any, on the Offered Securities; (16) any special United States tax considerations applicable to any Offered Securities; (17) any special provisions relating to defeasance of the Senior Securities; (18) any conversion or exchange provisions; and (19) any other terms of the Offered Securities not inconsistent with the provisions of the applicable Indenture. Debt Securities may be issued as Original Issue Discount Securities (as defined in the applicable Indenture) to be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to Debt Securities issued at an original issue discount, including Original Issue Discount Securities and other special considerations applicable to such series of Debt Securities will be set forth in the applicable Prospectus Supplement. REGISTRATION AND TRANSFER Unless otherwise provided with respect to any series of Debt Securities, the Debt Securities of each series will be issuable as Registered Securities. If so provided with respect to a series of Debt Securities, however, Debt Securities may be issued 9 11 solely as Bearer Securities, or in a combination of both Registered Securities and Bearer Securities. Unless otherwise specified with respect to such series of Debt Securities, Debt Securities issued in bearer form shall have interest coupons attached. (Indentures Section 201) Bearer Securities may not be offered, sold, resold or delivered in connection with their original issuance in the United States or to United States persons (each as defined below) other than offices located outside the United States of certain United States financial institutions. Purchasers of Bearer Securities will be subject to certification procedures, and may be affected by certain limitations under United States tax laws. (Indentures Section 311) See "--Limitations on Issuance of Bearer Securities." If Debt Securities of any series are issuable as both Registered Securities and Bearer Securities, at the option of the Holder and subject to the terms of the respective Indenture, (i) Bearer Securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of such series will be exchangeable into an equal aggregate principal amount of Registered Securities of the same series of any authorized denominations and like tenor and (ii) Registered Securities of such series will be exchangeable into an equal aggregate principal amount of Registered Securities of the same series of different authorized denominations and like tenor. Bearer Securities surrendered in exchange for Registered Securities between a Regular Record Date and the relevant Interest Payment Date shall be surrendered without the coupon relating to such Interest Payment Date. (Indentures Section 305) Bearer Securities will not be issued in exchange for Registered Securities. Debt Securities may be presented for exchange as provided above, and Registered Securities may be presented for transfer (with the form of transfer endorsed thereon duly executed), at the office of the Security Registrar and at the office of any transfer agent appointed by the Company for such purpose with respect to Debt Securities of a series and referred to in the applicable Prospectus Supplement without service charge and upon payment of any taxes and other governmental charges as described in the Indentures. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. (Indentures Section 305) Unless otherwise specified in the applicable Prospectus Supplement with respect to any Offered Securities, the Bank, acting through its office in The City of New York where at any particular time its corporate agency business is conducted, is designated as Security Registrar. (Indentures Section 1002) 10 12 The Company shall not be required to (i) issue, register the transfer of or exchange Debt Securities of any series for a period of 15 days immediately preceding the date notice of redemption is given; (ii) register the transfer of or exchange any Registered Security called for redemption in whole or in part, except the unredeemed portion of any Registered Security being redeemed in part; or (iii) exchange any Bearer Security called for redemption, except to exchange such Bearer Security for a Registered Security of that series which is immediately surrendered for redemption. (Indentures Section 305) The Subordinated Indenture also provides that the Company shall not be required to (i) issue, register the transfer of or exchange Subordinated Securities of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of exchange of Capital Securities for Subordinated Securities of that series selected for exchange of Capital Securities therefor and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any security of a series selected for exchange for Capital Securities. (Subordinated Indenture Section 305) LIMITATIONS ON ISSUANCE OF BEARER SECURITIES In compliance with United States federal tax and securities laws and regulations, Bearer Securities may not be offered, sold, resold or delivered, as part of their issuance at any time or otherwise until 40 days after their closing date, in the United States or to United States persons other than to offices of United States financial institutions located outside the United States which agree in writing to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder, and any underwriters, agents and dealers participating in the offering of Debt Securities will agree that they will not offer any Bearer Securities for sale or resale during the restricted period in the United States or to United States persons (other than the financial institutions described above) nor deliver Bearer Securities within the United States. Bearer Securities will bear a legend substantially to the following effect: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code." As used herein, "United States person" means any citizen or resident of the United States, any corporation or partnership or other entity created or organized in or under the laws of the United States or any state thereof or any estate or trust the income of which is subject to United States federal income taxation regardless of its source, and "United States" means the United States of America (including the States and the District 11 13 of Columbia), its territories, its possessions and other areas subject to its jurisdiction. (Indentures Section 311) TEMPORARY GLOBAL DEBT SECURITIES Pending the availability of definitive Debt Securities, Debt Securities which are issuable as Bearer Securities initially may be represented by one or more temporary global Debt Securities, without interest coupons, to be deposited with a common depositary in London for the Euroclear System ("Euroclear") and Cedel S.A. for credit to the designated accounts against certifications to the effect described below. Unless otherwise indicated in the applicable Prospectus Supplement, any such temporary global Debt Security will be exchangeable only for definitive Bearer Securities. Such exchange may occur following the availability of definitive forms of Bearer Securities, subject to any further limitations described in the applicable Prospectus Supplement, and only upon certification that such Bearer Securities are not being acquired by or on behalf of a United States person (other than by or through certain foreign branches of United States financial institutions) or by a person who has purchased the Bearer Securities for resale within the United States or to United States persons. No such Bearer Security delivered in exchange for a portion of a temporary global Debt Security shall be mailed or otherwise delivered to any location in the United States in connection with such exchange. (Indentures Sections 304, 311) If so specified in the applicable Prospectus Supplement, interest in respect of any portion of a temporary global Debt Security payable in respect of an Interest Payment Date prior to the issuance of definitive Bearer Securities will be paid to each of Euroclear and Cedel S.A. with respect to the portion of such temporary global Debt Security held for its account. Each of Euroclear and Cedel S.A. will undertake in such circumstances to credit such interest received by it in respect of a temporary global Debt Security to the respective accounts for which it holds such temporary global Debt Security only upon receipt in each case of certification that, as of the relevant Interest Payment Date, the portion of such temporary global Debt Security on which such interest is to be so credited is either not beneficially owned by a United States person (other than by or through certain foreign branches of United States financial institutions) or by a person who has purchased the Bearer Securities for resale to United States persons. (Indentures Sections 304, 311) PERMANENT GLOBAL DEBT SECURITIES If any Debt Securities of a series are issuable in permanent global form, the applicable Prospectus Supplement will describe the circumstances, if any, under which beneficial owners of 12 14 interests in any such permanent global Debt Security may exchange such interests for Debt Securities of such series and of like tenor and principal amount in any authorized form and denomination. No Bearer Debt Security delivered in exchange for any portion of a permanent global Debt Security shall be mailed or otherwise delivered to any location in the United States or its possessions in connection with such exchange. Principal of (and premium, if any) and interest, if any, on any permanent global Debt Security will be payable in the manner described in the applicable Prospectus Supplement. (Indentures Sections 305, 1002) PAYMENT AND PAYING AGENTS Payment of principal of (and premium, if any) and interest, if any, on Bearer Securities will be payable in the currency, currency unit or currencies designated in the applicable Prospectus Supplement, subject to any applicable laws and regulations, at the offices of such Paying Agents outside the United States as the Company may designate. Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest on Bearer Securities on any Interest Payment Date will be made only against surrender of the coupon relating to such Interest Payment Date. Unless otherwise indicated in the applicable Prospectus Supplement, such payment of principal of (and premium, if any) and interest, if any, on such Bearer Security will be made by a check in the designated currency or currency unit or, if requested in writing by the Holder, by transfer to an account in the designated currency or currency unit maintained by the payee with a bank located outside the United States. No payment with respect to any Bearer Security will be made at any office or agency maintained by the Company in the United States nor will any such payment be made by transfer to an account, or by mail to an address, in the United States. Notwithstanding the foregoing, payments of principal of (and premium, if any) and interest, if any, on Bearer Securities will be made in dollars at the principal office of the Bank in The City of New York where at any particular time its corporate trust business shall be administered (the "Principal Trust Office") if payment of the full amount thereof in dollars at all offices or agencies outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions. (Indentures Sections 301, 1001, 1002) Unless otherwise indicated in the applicable Prospectus Supplement, payment of principal (and premium, if any) on Registered Securities will be made in the currency, currency unit or currencies designated in the applicable Prospectus Supplement against surrender of such Registered Securities at the Principal Trust Office or by check in the designated currency or currency unit mailed to the person in whose name such Debt Security is 13 15 registered. Unless otherwise indicated in the applicable Prospectus Supplement, payment of any instalment of interest on Registered Securities will be made to the person in whose name such Debt Security is registered at the close of business on the Regular Record Date for such interest. Unless otherwise indicated in the applicable Prospectus Supplement, payments of such interest will be made at the Principal Trust Office or, at the option of the Company, by a check in the designated currency or currency unit mailed to the Holder at such Holder's registered address. (Indentures Sections 307, 1002) The Bank acting through the Principal Trust Office has been designated as the Company's Paying Agent in The City of New York. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company will maintain at least one Paying Agent in The City of New York for payments with respect to Registered Securities of each series and, if Debt Securities of a series are issuable as Bearer Securities, at least one Paying Agent in a city outside the United States where Debt Securities of such series may be presented and surrendered for payment, provided that, if the Debt Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, for the Debt Securities of such series, so long as the Debt Securities of such series are listed on such exchange. (Indentures Section 1002) Any money paid by the Company to a Paying Agent for the payment of principal of (and premium, if any) or interest on any Debt Security which remain unclaimed at the end of two years after such principal (and premium, if any) or interest has become due and payable will be repaid to the Company and the Holder of such Debt Security or any coupon may thereafter look only to the Company for payment thereof. (Indentures Section 1003) RESTRICTIONS ON DISPOSITION OF BANK STOCK The Senior Indenture provides that, so long as any Senior Securities issued thereunder are Outstanding, the Company will not create a security interest in more than 20% of the shares of Capital Stock of the Bank, or permit more than 20% of such shares (exclusive of directors' qualifying shares) to be held directly or indirectly other than (i) by the Company or (ii) by any corporation which is wholly-owned (except for directors' qualifying shares) by the Company. (Section 1006) The term "Capital Stock of the Bank" is defined in the Senior Indenture as the capital stock, par value $15.00 per share, of the Bank as 14 16 such capital stock exists on the date of execution of such Indenture and such other shares of stock of the Bank as shall have ordinary power to vote for election of directors of the Bank and shall not have any preference as to distribution of assets upon any dissolution or winding-up of the Bank. (Section 101) The Senior Indenture does not contain any restriction on sales by the Bank of its assets. CONSOLIDATION, MERGER AND SALE OF ASSETS Each Indenture provides that the Company may, without the consent of the Holders of any of the Outstanding Debt Securities under such Indenture, consolidate with, merge into or transfer its assets substantially as an entirety to any corporation organized and existing under the laws of the United States, any State or the District of Columbia, provided that the successor corporation assumes the Company's obligations on the Debt Securities and under the Indenture, and provided that after giving effect to the transaction no Event of Default shall have happened and be continuing and that certain other conditions are met. (Indentures Section 801) CONVERSION RIGHTS The terms, if any, on which Debt Securities may be convertible into or exchangeable for other securities, including, without limitation, other securities of the Company and securities of other entities, will be set forth in the applicable Prospectus Supplement. EXCHANGE OR REDEMPTION Debt Securities may be subject to redemption and exchange in certain events, in the manner, at the places and subject to the restrictions set forth in or established pursuant to the applicable Indenture and set forth in the Debt Securities and the applicable Prospectus Supplement. MEETINGS The Senior Indenture contains provisions for convening meetings of the Holders of Senior Securities of a series if Senior Securities of that series are issuable as Bearer Securities. (Senior Indenture Section 1301) The Subordinated Indenture also contains provisions for convening meetings of the Holders of Subordinated Securities. (Subordinated Indenture Section 1601) A meeting may be called at any time by the respective Trustee, and also, upon request, by the Company or the Holders of at least 10% in principal amount of the Outstanding Securities of such series, in any such case upon notice given in accordance with "-- Notices" below. (Senior Indenture Section 1302, Subordinated Indenture Section 1602) Except as limited by 15 17 the provisos in "THE SENIOR SECURITIES--Modifications and Waiver" and "THE SUBORDINATED SECURITIES--Modifications and Waiver", any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by such provisos, any resolution with respect to any consent or waiver which may be given by the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened at which a quorum is present only by the affirmative vote of the Holders of 66-2/3% in principal amount of the Outstanding Securities of that series; and provided, further, that, except as limited by the provisos referred to immediately above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. Any resolution passed or decision taken at any meeting of Holders of Outstanding Securities of any series duly held in accordance with the applicable Indenture will be binding on all Holders of Debt Securities of that series and any related coupons. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the Outstanding Securities of a series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which may be given by the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities of a series, the persons holding or representing 66-2/3% in principal amount of the Outstanding Securities of such series will constitute a quorum. (Senior Indenture Section 1304, Subordinated Indenture Section 1604) NOTICES Except as otherwise provided in the relevant Indenture, notices to Holders of Bearer Securities will be given by publication at least twice in a daily newspaper in The City of New York and, if Debt Securities of such series are then listed on The Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, in a daily newspaper in London or Luxembourg or any other required city located outside the United States, as the case may be, or, if not practicable, elsewhere in Europe. Notices to Holders of Registered Securities will be 16 18 given by mail to the addresses of such Holders as they appear in the Security Register. (Indentures Sections 101, 106) TITLE Title to any Bearer Security, any coupons appertaining thereto and any temporary global Debt Security will pass by delivery. The Company, the Senior Trustee or the Subordinated Trustee, as the case may be, and any agent of the Company or of such Trustee may treat the bearer of any Bearer Security and the bearer of any coupon and the registered owner of any Registered Security as the absolute owner thereof (whether or not any such Debt Security or coupon shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other purposes. (Indentures Section 308) REPLACEMENT OF SECURITIES AND COUPONS Any Debt Security (including any coupons appertaining to Bearer Securities) that becomes mutilated, destroyed, lost or stolen will be replaced by the Company at the expense of the Holder upon delivery to the Trustee of the Debt Security and any coupons appertaining thereto or evidence of the destruction, loss or theft thereof satisfactory to the Company and such Trustee. An indemnity satisfactory to such Trustee and the Company may be required before a replacement Debt Security or coupon will be issued. (Indentures Section 306) GOVERNING LAW Each Indenture, the Debt Securities and the coupons will be governed by and construed in accordance with the laws of the State of New York. (Senior Indenture Section 113, Subordinated Indenture Section 112) THE SENIOR SECURITIES EVENTS OF DEFAULT AND WAIVER THEREOF The Senior Indenture provides that the happening of one or more of the following events shall constitute an Event of Default with respect to the Senior Securities of any series: (i) default in the payment of interest on any Senior Security of such series for a period of 30 days; (ii) default in the payment of the principal of (or premium, if any, on) any Senior Security of such series; (iii) default in performance, or breach, of any covenant or warranty of the Company contained in the Senior Indenture for the benefit of Senior Securities of such series for a period of 60 days after notice has been given to the Company; (iv) certain events of insolvency of the Company; and (v) any other Event of Default specifically provided for by the terms of the Senior Securities of such series. (Section 501) Any additional Events 17 19 of Default with respect to any series of Senior Securities will be specified in the applicable Prospectus Supplement relating to such series. In case an Event of Default shall have occurred and be continuing with respect to the Senior Securities of any series, the Senior Trustee or the Holders of not less than 25% in principal amount of the Senior Securities of such series then outstanding may declare the principal of the Senior Securities of such series (or, if the Senior Securities of such series were issued as discounted Senior Securities, such portion of the principal as may be specified in the terms of that series) to be due and payable immediately, but such declaration may be annulled, and certain past defaults waived, by the Holders of not less than a majority in principal amount of the Senior Securities of such series, upon the conditions provided in the Senior Indenture. (Sections 502, 513) The Senior Indenture provides that, subject to the duty of the Senior Trustee during a default to act with the required standard of care, the Senior Trustee will be under no obligation to exercise any of its rights or powers under the Senior Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Senior Trustee reasonable indemnity. (Sections 601, 603) Subject to such provisions for the indemnification of the Senior Trustee and certain other conditions, the Holders of a majority in principal amount of the Outstanding Senior Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Trustee, or exercising any trust or power conferred on the Senior Trustee, with respect to the Senior Securities of that series. (Section 512) The Company is required to furnish to the Senior Trustee annually a statement as to the performance by the Company of certain of its obligations under the Senior Indenture and as to any default in such performance. (Section 1007) MODIFICATION AND WAIVER Modifications and amendments of the Senior Indenture may be made by the Company and the Senior Trustee with the consent of the Holders of not less than 66-2/3% in principal amount of the Outstanding Senior Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Senior Security affected thereby, (1) change the Stated Maturity of the principal of, or any instalment of principal of or interest on, any Senior Security; (2) reduce the principal amount of any Senior Security or change the rate of interest or the method of calculation of interest thereon (except as provided in the Senior Indenture or in such Senior Security), or any premium payable upon the redemption thereof; (3) change 18 20 any obligation of the Company to pay additional amounts pursuant to the Senior Indenture; (4) reduce the amount of principal of an Original Issue Discount Senior Security payable upon acceleration of the maturity thereof; (5) adversely affect the right of repayment, if any, at the option of the Holder thereof; (6) change the coin or currency in which any Senior Security or any premium or any interest thereon is payable; (7) impair the right to institute suit for the enforcement of any payment on or with respect to any Senior Security; (8) reduce the percentage in principal amount of Outstanding Senior Securities of any series, the consent of whose Holders is required for modification or amendment of the Senior Indenture or for waiver of compliance with certain provisions of the Senior Indenture or for waiver of certain defaults; (9) change any obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, or any obligation of the Company to maintain an office or agency outside the United States pursuant to the Senior Indenture; or (10) modify certain provisions of the Senior Indenture requiring consent of specified percentages of Holders except to increase any such percentage. (Section 902) The Holders of at least 66-2/3% in principal amount of the Outstanding Senior Securities of each series may, on behalf of all Holders of Senior Securities of that series, waive, insofar as that series is concerned, compliance by the Company with certain restrictive provisions of the Senior Indenture. (Section 1008) The Holders of not less than a majority in principal amount of the Outstanding Senior Securities of each series may, on behalf of the Holders of all the Senior Securities of that series and any coupons appertaining thereto, waive any past default under the Senior Indenture with respect to Senior Securities of that series, except a default (i) in the payment of principal of (or premium, if any) or interest, if any, on any Senior Security of such series, or (ii) in respect of a covenant or provision of the Senior Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Senior Security of such series affected thereby. (Section 513) DEFEASANCE The Company may elect to defease and be discharged from its obligations under the Senior Indenture with respect to Senior Securities of any series on the terms and subject to the conditions contained in the Senior Indenture, by (a) depositing irrevocably with the Senior Trustee as trust funds (i) in the case of Senior Securities denominated in a foreign currency, money in such foreign currency or Foreign Government Obligations (as defined below) of the foreign government or governments issuing such foreign currency, in each case in an amount which through the payment of interest, principal or premium, if any, in respect thereof in accordance with their terms will provide 19 21 (without any reinvestment of such interest, principal or premium), not later than one Business Day before the due date of any payment, money in such foreign currency or (ii) in the case of Senior Securities denominated in U.S. dollars, U.S. dollars or U.S. Government Obligations (as defined below), in each case in an amount which through the payment of interest, principal or premium, if any, in respect thereof in accordance with their terms will provide (without any reinvestment of such interest, principal or premium), not later than one Business Day before the due date of any payment, U.S. dollars or (iii) a combination of U.S. dollars and U.S. Government Obligations or Foreign Government Obligations, as applicable, sufficient to pay the principal of or premium, if any, and interest, if any, on the Senior Securities of such series as are due and (b) satisfying certain other conditions precedent specified in the Senior Indenture. Such deposit and defeasance is conditioned, among other things, upon the Company's delivery to the Senior Trustee of an opinion of counsel that the Holders of the Senior Securities of such series will have no federal income tax consequences as a result of such deposit and termination. (Article Fifteen) "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof. "Foreign Government Obligations" means securities denominated in a foreign currency that are (i) direct obligations of a foreign government for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of a foreign government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such foreign government, which, in either case, under clauses (i) or (ii) have, at the time of defeasance, a rating from a nationally recognized rating agency in their country of issue or the United States at least equivalent to the highest rating given to the Senior Securities being defeased by Moody's Investors Service, Inc. or Standard & Poor's Corporation at any time since the issuance of such Senior Securities, and are not callable or redeemable at the option of the issuer thereof. (Section 101) 20 22 REGARDING THE SENIOR TRUSTEE Bankers Trust Company, the Senior Trustee under the Senior Indenture, has its principal corporate trust office at Four Albany Street, New York, New York 10015. Bankers Trust Company also serves as trustee under the indentures with the Company relating to the Floating Rate Notes Due 1999, the 8-1/2% Notes Due 1996, the 7-7/8% Notes Due 1997, the fixed and floating rate Medium-Term Notes and Senior Medium-Term Notes, Series A and Series B of the Company. The Corporation has normal banking relationships with the Senior Trustee. THE SUBORDINATED SECURITIES EVENTS OF DEFAULT AND WAIVER THEREOF The Subordinated Indenture defines an Event of Default with respect to Subordinated Securities of any series as certain events involving the bankruptcy, insolvency or reorganization of the Company and such other events as may be established for any series of Subordinated Securities. However, the inability of the Company to pay its debts as they become due and the appointment of a conservator with respect to a depository institution subsidiary of the Company insured by the FDIC or any successor agency do not constitute Events of Default under the Subordinated Indenture. (Section 501) If an Event of Default with respect to Subordinated Securities of any series at the time outstanding occurs and is continuing, either the Subordinated Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Subordinated Securities of that series, by notice as provided in the Subordinated Indenture, may declare the principal amount (or, if the Subordinated Securities of that series are Original Issue Discount Subordinated Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Subordinated Securities of that series to be due and payable immediately in cash. The foregoing provision would be subject as to enforcement to the broad equity powers of a federal bankruptcy court and to the determination by that court of the nature of the rights of the Holders of the Subordinated Securities of such series. At any time after a declaration of acceleration with respect to Subordinated Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Subordinated Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities of that series may, under certain circumstances, rescind and annul such declaration. (Sections 502, 513) The Subordinated Indenture does not provide for any right of acceleration of the payment of principal of the Subordinated Securities of any series upon a default in the payment (including any obligation to exchange Capital Securities (as defined below) 21 23 for Subordinated Securities of such series) of principal of (or premium, if any) or interest, if any, on the Subordinated Securities of such series, or in the performance of any covenant or agreement in the Subordinated Indenture or in the terms of the Subordinated Securities of such series. In the event of any such default (including a default in such payment or exchange at the stated maturity date of the Subordinated Securities of such series), the Company will, upon demand of the Subordinated Trustee, pay to it, for the benefit of the Holders of the Subordinated Securities of such series, the whole amount then due and payable on the Subordinated Securities of such series for principal (and premium, if any) and interest, if any, including the delivery of any Capital Securities then required to be delivered. The Subordinated Indenture provides that if the Company fails to pay such amount (or to deliver any such Capital Securities) forthwith upon such demand, the Subordinated Trustee may, among other things, institute a judicial proceeding for the collection thereof or for delivery of any Capital Securities required to be delivered. The Subordinated Indenture also provides that if Capital Securities are exchangeable for Subordinated Securities of such series and the Company shall fail to elect the type of Capital Securities to be exchanged for Subordinated Securities of such series on the relevant exchange date or shall fail to issue or deliver such Capital Securities on or prior to such exchange date, the Company shall be liable to the Holders of Subordinated Securities of such series for the payment of the principal amount of Subordinated Securities of such series (or the applicable percentage thereof) in cash on the earlier of the relevant proposed exchange date or the stated maturity date of Subordinated Securities of such series. The limitation on the right of acceleration described above permits limited amounts of Subordinated Securities with certain original weighted average maturities to qualify as supplementary or "Tier 2" capital of the Company under current regulatory guidelines for bank holding companies. Any additional Events of Default with respect to any series of Subordinated Securities, including any related right of acceleration, will be specified in the applicable Prospectus Supplement. (Section 503) The Subordinated Indenture provides that, subject to the duty of the Subordinated Trustee during the continuance of an Event of Default or Default to act with the required standard of care, the Subordinated Trustee will be under no obligation to exercise any of its rights or powers under the Subordinated Indenture at the request or direction of any of the Holders of the Subordinated Securities of any series, unless such Holders shall have offered to the Subordinated Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Subordinated Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to 22 24 the Subordinated Trustee, or exercising any trust or power conferred on the Subordinated Trustee, with respect to the Subordinated Securities of such series. (Sections 512, 601, 603) The Subordinated Indenture provides that notwithstanding any other provision of the Subordinated Indenture, each Holder of Subordinated Securities of any series shall have the right to institute suit for the enforcement of any payment (including any delivery of Capital Securities to be exchanged for such Subordinated Securities) of principal of (and premium, if any) and interest, if any, on such Subordinated Securities on the respective stated maturity dates expressed in such Subordinated Securities or on the Exchange Date or the redemption date thereof, as the case may be, and that such right shall not be impaired without the consent of such Holder. (Section 508) The Holders of not less than a majority in principal amount of the Outstanding Subordinated Securities of any series may, on behalf of the holders of all Subordinated Securities of such series, waive any past default under the Subordinated Indenture with respect to Subordinated Securities of such series and its consequences, except a default (i) in the payment (including any obligation to exchange Capital Securities for Subordinated Securities of such series) of principal of (or premium, if any) or interest, if any, on any Subordinated Security of such series, or (ii) in respect of a covenant or provision of the Subordinated Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Security of such series affected thereby. (Section 513) The Company is required to file annually with the Subordinated Trustee a written statement as to the existence or non-existence of defaults. (Section 1006) MODIFICATION AND WAIVER The Subordinated Indenture provides that, with the consent of the Holders of not less than 66-2/3% in principal amount of the Outstanding Subordinated Securities of each series affected thereby, modifications and alterations of the Subordinated Indenture may be made which affect the rights of the Holders of the Subordinated Securities of such series, but no such modification or alteration may be made without the consent of the Holder of each Subordinated Security affected thereby which would (i) change the fixed maturity of the principal of, or any instalment of principal of or interest on, any Subordinated Security, or reduce the principal amount thereof or change the rate or rates (or the method of ascertaining the rate or rates) of interest thereon (except as provided in the Subordinated Indenture or in the Subordinated Securities of such series) or any premium payable upon the redemption thereof, or reduce the portion of the principal amount of any Original Issue Discount 23 25 Subordinated Security payable upon acceleration of the maturity thereof, or change any place where, or the coin or currency in which, the principal amount of any Subordinated Security or any premium or interest thereon is payable, or impair any right to institute suit for the enforcement of any right to receive payment of the principal of (and premium, if any) and interest, if any, on such Subordinated Security on the respective stated maturity dates expressed in such Subordinated Security (or, in the case of redemption, on the redemption date), or, if applicable, to have delivered Capital Securities to be exchanged for such Subordinated Security and to have such Capital Securities sold in a secondary offering to the extent provided in such Subordinated Security and in the Subordinated Indenture, or modify the provisions of the Subordinated Indenture with respect to the subordination of the Subordinated Securities of such series in a manner adverse to the Holders, or (ii) reduce the above-stated percentage in principal amount of Outstanding Subordinated Securities of such series required to modify or alter the Subordinated Indenture, or (iii) impair the right of any Holder of Subordinated Securities of such series, subject to the provisions of the Subordinated Indenture and of Subordinated Securities of such series, to receive on any exchange date for Subordinated Securities of such series Capital Securities with a market value equal to the amount established with respect to the Securities of such series held by such Holder. (Sections 902, 1007) EXCHANGEABILITY If so provided in the applicable Prospectus Supplement, Subordinated Securities may be exchangeable, either upon the occurrence of certain events described in the applicable Prospectus Supplement or at the option of the Company or both, for Capital Securities, and certain funds may be designated with regard to the Subordinated Securities as Available Funds (as defined in the applicable Prospectus Supplement) or Optional Available Funds (as defined in the applicable Prospectus Supplement) for United States bank regulatory purposes. In certain circumstances, Subordinated Securities may also provide Holders with the right to elect to receive cash for Capital Securities issued in exchange for Offered Subordinated Securities. The applicable Prospectus Supplement will set forth the terms, conditions and restrictions relating to any of the foregoing provisions applicable to a series of Subordinated Securities. (Sections 1301, 1310, 1401) "Capital Securities" means any securities issued by the Company which consist of any one of the following: (i) Common Stock (as defined in the Subordinated Indenture), (ii) Perpetual Preferred Stock (as defined in the Subordinated Indenture), or (iii) other securities which at the date of issuance are securities of a type that may constitute capital of the Company 24 26 in unlimited amounts for which Subordinated Securities are permitted to be exchanged under regulations of, or other determinations by, the Company's Primary Federal Regulator (as defined in the applicable Prospectus Supplement), provided that if any securities under (iii) are (a) issued in exchange for Subordinated Securities under the Subordinated Indenture and (b) debt obligations for which Capital Securities are exchangeable, the Company shall have received the approval of the Company's Primary Federal Regulator for such issuance. Capital Securities may have such terms, rights and preferences as may be determined by the Company. (Section 101) The staff of the SEC has advised that Rule 13e-4 and Rule 14e-1 of the SEC's rules and regulations relating to tender offers, as currently interpreted and in effect, would be applicable to the exchange of Capital Securities for Subordinated Securities and to the related secondary offering. If the staff were to continue to take this position, the Company intends, subject to its right to seek appropriate relief (which may or may not be available) from the application of such rules, at the time of the exchange of Capital Securities for Subordinated Securities and the related secondary offering to comply with Rule 13e-4 and Rule 14e-1 (or any successor rules), as then interpreted and in effect, and to afford holders of Subordinated Securities all rights under, and to make all filings required by, such rules (or successor rules). SUBORDINATION The obligation of the Company to make any payment on account of the principal of (and premium, if any) and interest, if any, on the Subordinated Securities will be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness of the Company to the extent described in the next paragraph. "Senior Indebtedness of the Company" is defined in the Subordinated Indenture to mean the obligations of the Company to its creditors other than the Holders of the Subordinated Securities, whether outstanding on the date of execution of the Subordinated Indenture or thereafter incurred, except obligations "ranking on a parity with the (Subordinated) Securities" or "ranking junior to the (Subordinated) Securities" (as those terms are defined in the Subordinated Indenture). The obligations of the Company in respect of the Subordinated Securities will rank on a parity with the Company's obligations in respect of the Floating Rate Subordinated Notes Due 1997, the 7-1/2% Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8% Subordinated Notes Due 1999, the 7-3/4% Subordinated Notes due 1999, the Floating Rate Subordinated Notes Due 2000, the 9-3/8% Subordinated Notes Due 2001, the 9-3/4% Subordinated Notes Due 2001, the 7.50% Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due August 1, 2003, the 7.50% 25 27 Subordinated Notes Due 2003, the 7-7/8% Subordinated Notes Due 2004, the 6.50% Subordinated Notes Due 2005, the 6.75% Subordinated Notes Due 2008, the 6-1/8% Subordinated Notes Due 2008, the 6.50% Subordinated Notes Due 2009, the Floating Rate Subordinated Notes Due 2009 and the Subordinated Medium-Term Notes, Series A and Series B, issued by the Company and any other obligations of the Company ranking on a parity with the Subordinated Securities. The obligations of the Company in respect of the Subordinated Securities of any series will rank on a parity with the obligations of the Company in respect of the Subordinated Securities of each other series. (Section 1201) In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to Holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) and interest, if any, on the Subordinated Securities. At June 30, 1994, the outstanding Senior Indebtedness of the Company, exclusive of guarantees and other contingent obligations, was approximately $2.7 billion. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the Holders of the Subordinated Securities, together with the holders of any obligations of the Company ranking on a parity with the Subordinated Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest, if any, on the Subordinated Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Subordinated Securities. By reason of such subordination, in the event of the insolvency of the Company, Holders of Senior Indebtedness of the Company may receive more, ratably, and Holders of the Subordinated Securities having a claim pursuant to the Subordinated Securities may receive less, ratably, than the other creditors of the Company. Such subordination will not prevent the occurrence of any Event of Default in respect of the Subordinated Securities. See "-- Events of Default and Waiver Thereof" for limitations on the right of acceleration of Subordinated Securities. (Section 1201) REGARDING THE SUBORDINATED TRUSTEE Chemical Bank, the Subordinated Trustee under the Subordinated Indenture, has its principal corporate trust office at 450 West 33rd Street, New York, New York 10001. Chemical Bank serves as Trustee with respect to the 7-1/2% Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8% 26 28 Subordinated Notes Due 1999, the 7-3/4% Subordinated Notes due 1999, the 9-3/8% Subordinated Notes Due 2001, the 9-3/4% Subordinated Notes Due 2001, the 7.50% Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due August 1, 2003, the 7.50% Subordinated Notes Due 2003, the 7-7/8% Subordinated Notes Due 2004, the 6.50% Subordinated Notes Due 2005, the 6.75% Subordinated Notes Due 2008, the 6-1/8% Subordinated Notes Due 2008, the 6.50% Subordinated Notes Due 2009 and the Subordinated Medium-Term Notes, Series A and Series B, of the Company, which are currently outstanding under the Subordinated Indenture. The Corporation has normal banking relationships with the Subordinated Trustee. DESCRIPTION OF PREFERRED STOCK The following description of Preferred Stock sets forth certain general terms and provisions of the series of Preferred Stock to which any Prospectus Supplement may relate. Certain other terms of any particular series of Preferred Stock (including Preferred Stock issuable upon conversion or exchange of any Debt Security) will be described in the applicable Prospectus Supplement. If so indicated in the applicable Prospectus Supplement, the terms of any such series of Preferred Stock may differ from the terms set forth below. The description of Preferred Stock set forth below and the description of the terms of a particular series of Preferred Stock set forth in the applicable Prospectus Supplement do not purport to be complete and are qualified in their entirety by reference to the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Certificate of Designation, Preferences and Rights relating to such series of Preferred Stock, which will be filed or incorporated by reference as an exhibit to the Registration Statement to which this Prospectus relates. Preferred Stock, if so indicated in the applicable Prospectus Supplement, may be issuable in exchange for a series of Debt Securities or upon conversion thereof. GENERAL Under the Certificate of Incorporation, the Board of Directors of the Company is authorized to issue up to 100,000,000 shares of Preferred Stock, without par value, in one or more series, with such voting powers, full or limited but not to exceed one vote per share, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and as are not stated and expressed in the Certificate of Incorporation. As used herein the term "Board of Directors" means the Board of Directors of the Company and 27 29 includes any duly authorized committee thereof. Prior to the issuance of each series of Preferred Stock, the Board of Directors will adopt resolutions creating and designating suchseries as a series of preferred stock of the Company. As of June 30, 1994, exclusive of the Preferred Stock, Floating Rate Series F, which was redeemed on July 15, 1994, there were 56,000,000 shares of preferred stock of the Company outstanding and having an aggregate stated value of approximately $1,400,000,000. Unless otherwise specified in the applicable Prospectus Supplement, the shares of each series of Preferred Stock will rank on a parity as to dividends and distributions of assets with each other and with the currently outstanding series of preferred stock of the Company which have been designated as Preferred Stock, 10 1/2% Series G, with a stated value of $25 per share, Preferred Stock, 9.76% Series H, with a stated value of $25 per share, Preferred Stock, 10.84% Series I, with a stated value of $25 per share, Preferred Stock, 9.08% Series J, with a stated value of $25 per share, Preferred Stock, 8-1/2% Series K, with a stated value of $25 per share, Preferred Stock, 8.32% Series L, with a stated value of $25 per share, Preferred Stock, 8.40% Series M, with a stated value of $25 per share, and Preferred Stock, Adjustable Rate Series N, with a stated value of $25 per share, and will rank senior to the Company's authorized but unissued Junior Participating Preferred Stock. Under regulations adopted by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), if the holders of shares of any series of preferred stock of the Company become entitled to vote for the election of directors because dividends on such series are in arrears (see "Voting Rights"), such series may then be deemed a "class of voting securities" and a holder of 25 percent or more of such series (or a holder of 5 percent or more if it otherwise exercises 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, as amended. In addition, at such time as such series is deemed a class of voting securities, any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire 5 percent or more of such series. Reference is made to the Prospectus Supplement relating to either the particular series of Preferred Stock offered thereby or the particular series of Debt Securities offered thereby which is convertible or exchangeable for a particular series of Preferred Stock for certain specific terms thereof, including: (i) the designation, number of shares and stated value per share; (ii) the amount of liquidation preference; (iii) the initial public offering price at which shares of such series of Preferred Stock will be sold; (iv) the dividend rate or rates (or method of ascertaining the same); (v) the dates on which dividends shall be 28 30 payable, the date from which dividends shall accrue and the record dates for determining the holders entitled to such dividends; (vi) any redemption or sinking fund provisions; (vii) any conversion or exchange provisions; and (viii) any additional dividend, redemption, liquidation or other preferences or rights and qualifications, limitations or restrictions thereof. The shares of Preferred Stock will, when issued, be fully paid and nonassessable and will have no preemptive rights. Unless otherwise specified in the applicable Prospectus Supplement, the transfer agent, registrar and dividend disbursing agent for shares of each series of Preferred Stock will be Mellon Securities Trust Company. VOTING RIGHTS Holders of shares of Preferred Stock will have no voting rights, except as set forth below or otherwise required by law. In the event that six quarterly dividends (whether or not consecutive) payable on any share or shares of any series of preferred stock of the Company shall be in arrears, the holders of shares of each series of Preferred Stock, voting separately as a class with the holders of shares of any one or more other series of preferred stock of the Company upon which like voting rights have been conferred (including any other series of Preferred Stock), shall be entitled at the Company's next annual meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears have been paid or declared and set apart for payment prior to such meeting (or such subsequent meeting), to cast one-fortieth (1/40) of one vote for each $25 of involuntary liquidation preference (exclusive of accrued and unpaid dividends thereon) for each share of such series of Preferred Stock held of record (but not more than one vote per share) for the election of two directors of the Company, with the remaining directors of the Company to be elected by the holders of shares of any other class or classes or series of stock entitled to vote therefor. Until the arrears in payments of all dividends which permitted the election of such directors shall cease to exist, any director who has been so elected pursuant to the preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such arrears shall cease to exist, the holders of shares of such series of Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like 29 31 arrears in payments of dividends. Upon the termination of each such special voting right, the terms of office of all persons who may have been elected directors by vote of the holders of such shares of preferred stock of the Company pursuant to such special voting right shall immediately terminate. Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of preferred stock of the Company then outstanding, voting as a class without regard to series, with the holders of shares of each series of Preferred Stock being entitled to cast one-fortieth (1/40) of one vote for each $25 of involuntary liquidation preference (exclusive of accrued and unpaid dividends thereon) for each share of such series of Preferred Stock (but not more than one vote per share), the Company may not: (a) create any class or series of stock which shall have preference as to dividends or distributions of assets over any outstanding series of preferred stock of the Company (other than a series which has no right to object to such creation) or (b) alter or change the provisions of the Certificate of Incorporation so as to adversely affect the voting power, preferences or special rights of the holders of shares of preferred stock of the Company; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of preferred stock of the Company at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of preferred stock of the Company at the time outstanding. Without limiting the generality of the foregoing, the creation of any class or series of stock entitled to vote as a class together with the holders of shares of any series of Preferred Stock on the matters set forth in this paragraph, the holders of shares of which are entitled to cast more than one-fortieth (1/40) of one vote for each $25 of involuntary liquidation preference (exclusive of accrued and unpaid dividends thereon) to which the holders of such shares of such class or series are entitled, shall be deemed to adversely affect the voting power of such series of Preferred Stock. DIVIDENDS The holders of shares of each series of Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available therefor, cumulative or non-cumulative cash or other dividends on such dates and at such rate or rates as are set forth in, or as are determined by the method described in, the applicable Prospectus Supplement. 30 32 Dividends on the shares of each series of Preferred Stock will accrue from the date on which the Company initially issues shares of such series or as otherwise set forth in the applicable Prospectus Supplement. Each dividend will be payable to holders of record as they appear on the stock register of the Company on the record dates fixed by the Board of Directors, as specified in the applicable Prospectus Supplement. So long as the shares of any series of Preferred Stock shall be outstanding, unless (i), when applicable, full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of Preferred Stock and other classes and series of preferred stock of the Company (other than Junior Stock, as defined below) and (ii) the Company shall not be in default or in arrears with respect to any sinking or other analogous fund or other agreement for the purchase, redemption or other retirement of any shares of preferred stock of the Company (other than Junior Stock), the Company may not declare any dividends on any shares of Common Stock, par value $2.00 per share, of the Company ("Common Stock") or any other stock of the Company ranking as to dividends or distributions of assets junior to each series of Preferred Stock (the Common Stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than Junior Stock. In the event that there shall be outstanding shares of any other series of preferred stock of the Company (including any other series of Preferred Stock) ranking on a parity as to dividends with any series of Preferred Stock and dividends on shares of such series of Preferred Stock or such other series of preferred stock of the Company are in arrears, the Company, in making any dividend payment on account of such arrears, is required to make payments ratably on all outstanding shares of such series of Preferred Stock and such other series of preferred stock of the Company in proportion to the respective amounts of dividends in arrears on all such outstanding shares of such series of Preferred Stock and such other series of preferred stock of the Company to the date of such dividend payment. Holders of shares of any series of Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on shares of such series of Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. 31 33 REDEMPTION The shares of any series of Preferred Stock may be redeemable at the option of the Company and may be subject to mandatory redemption pursuant to a sinking fund or otherwise, in each case upon the terms, at the times and at the redemption prices set forth in the applicable Prospectus Supplement. If any dividends on shares of any series of Preferred Stock are in arrears, no shares of such series shall be redeemed unless all outstanding shares of such series are simultaneously redeemed, and the Company shall not purchase or otherwise acquire any shares of such series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of such series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of such series. LIQUIDATION PREFERENCE In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of each series of Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to stockholders, before any distribution of assets is made to the holders of Common Stock or of any other shares of stock of the Company ranking as to such a distribution junior to the shares of such series, an amount described in the applicable Prospectus Supplement. The holders of the presently outstanding shares of preferred stock of the Company are entitled to receive amounts equal to the stated value of such shares. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts payable with respect to shares of each series of Preferred Stock and any other shares of stock of the Company ranking as to any such distribution on a parity with shares of such series of Preferred Stock are not paid in full, the holders of shares of such series of Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Company in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of shares of such series of Preferred Stock of the full preferential amounts to which they are entitled, the holders of shares of such series of Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company, unless otherwise provided in the applicable Prospectus Supplement. The consolidation or merger of the Company with or into any other corporation, or the sale of substantially all the assets of the Company in consideration for the issuance of equity securities of another corporation, shall not be regarded as a liquidation, dissolution or winding up of the Company, if the voting power, preferences or special rights of the holders of shares of such series of Preferred Stock are not impaired thereby. 32 34 CONVERSION AND EXCHANGEABILITY PROVISIONS The terms, if any, on which shares of any series of Preferred Stock are convertible into or exchangeable for shares of Common Stock will be set forth in the applicable Prospectus Supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of the Company, in which the number of shares of Common Stock to be received by the holders of Preferred Stock would be calculated according to the market price of Common Stock as of a time stated in the applicable Prospectus Supplement. See "DESCRIPTION OF COMMON STOCK." DESCRIPTION OF COMMON STOCK If so specified in the Prospectus Supplement relating to the Offered Securities, the Offered Securities are convertible into or exchangeable for shares of Common Stock. The statements below describing the Common Stock are in general terms and are in all respects subject to, and are qualified in their entirety by reference to, the applicable provisions of the Certificate of Incorporation. The Company is authorized to issue 500,000,000 shares of Common Stock. At June 30, 1994, 185,052,955 shares of Common Stock were outstanding, 10,554,464 shares of Common Stock were reserved for issuance pursuant to the Chase Lincoln First Bank, N.A. 1982 Incentive Stock Plan, The Chase Manhattan 1982 Long-Term Incentive Plan and The Chase Manhattan 1987 Long-Term Incentive Plan, 8,000,000 shares of Common Stock were reserved for issuance pursuant to The Chase Manhattan 1994 Long-Term Incentive Plan, 3,311,420 shares of Common Stock were reserved for issuance pursuant to warrants issued in settlement of a legal action, 14,000,000 shares of Common Stock were reserved for issuance pursuant to The Chase Manhattan Stock Option Program for Employees, and 9,455,162 shares of Common Stock were reserved for issuance pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan. On June 15, 1994, the Company announced the establishment of a program to repurchase up to 8,500,000 shares of Common Stock through December 1995. Holders of shares of Common Stock are entitled to one vote per share and, subject to the rights, if any, of holders of shares of the outstanding series of preferred stock of the Company (as described above under "DESCRIPTION OF PREFERRED STOCK"), have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of the Company available for distribution to stockholders. The Company may not declare any dividends on, or make any payment on account of the purchase, redemption or other retirement of, its Common Stock unless full cumulative dividends, where applicable, 33 35 have been paid or declared and set apart for payment upon all outstanding shares of the preferred stock of the Company and the Company is not in default or in arrears with respect to any sinking or other analogous fund or any call for tender obligations, or any other agreement for the purchase, redemption or other retirement of any shares of the preferred stock of the Company. The holders of shares of Common Stock do not have redemption or sinking fund rights, and none of the holders of shares of Common Stock is entitled to preemptive rights or preferential rights to subscribe for shares of Common Stock or any other securities of the Company, except for certain Junior Participating Preferred Stock Purchase Rights that were distributed in 1989 as dividends to holders of Common Stock on or after February 27, 1989 which are exercisable or transferable separately from shares of Common Stock only upon the occurrence of certain events including the acquisition by a person or group of affiliated or associated persons of 20% or more of the outstanding shares of Common Stock of the Company. Such rights are more fully described in the 1993 Annual Report of the Company and will be more fully described in any Prospectus Supplement applicable to Preferred Stock that is convertible or exchangeable into Company Stock. Shares of Common Stock are fully paid and nonassessable; however, federal law (12 U.S.C. Section 55) provides for the enforcement of any pro rata assessment of stockholders of a national bank to cover impairment of capital by sale, to the extent necessary, of the stock of any assessed stockholder failing to pay his assessment, and the Company, as the stockholder of the Bank and other national banking subsidiaries, is subject to such assessment and sale. The shares of Common Stock are listed on the New York Stock Exchange. The transfer agent and registrar for the Common Stock of the Company is Mellon Securities Trust Company. The Certificate of Incorporation includes a "fair price provision" that would require a 75% stockholder vote for approval of certain business combinations, including certain mergers, asset sales, security issuances, recapitalizations and liquidations, involving the Company or its subsidiaries and certain acquiring persons (namely, a person, entity or specified group which beneficially owns more than 10% of the voting stock of the Company), unless the "fair price" and other procedural requirements of the provision are met, or unless approved by a majority of directors who are not affiliated with the acquiring party. This provision includes a requirement of a 75% stockholder vote to amend or repeal it. The Certificate of Incorporation also provides for classification of the Board of Directors into three classes and includes related provisions requiring (i) advance notice of stockholder nominations of directors, (ii) limitations on filling newly created directorships and vacancies, (iii) removal of directors only for cause and by vote of the holders of at least 75% of the shares entitled to vote, (iv) a limitation on action by written consent 34 36 of holders of Common Stock other than at a meeting of stockholders and (v) a requirement of a 75% stockholder vote to amend or repeal such provision. OTHER CAPITAL SECURITIES The Company may also select any other securities to be exchanged for Subordinated Securities or to be sold and the proceeds of such sale to be Available Funds or Optional Available Funds which qualify at the date of issuance as Capital Securities as determined by the Company's Primary Federal Regulator, provided that if any such other securities are issued in exchange for Subordinated Securities and are debt obligations for which Capital Securities may be exchanged, the Company will have received the approval of its Primary Federal Regulator for such issuance. Such other Capital Securities will have such terms as may be determined by the Company and approved by its Board of Directors. See "THE SUBORDINATED SECURITIES -- Exchangeability." DESCRIPTION OF WARRANTS The Company may issue, together with any Debt Securities of a series offered or separately, Debt Warrants for the purchase of other Debt Securities of any series or Currency Warrants, Index Warrants and Interest Rate Warrants. The Warrants are to be issued under separate Warrant Agreements (each a "Warrant Agreement" and respectively a "Debt Warrant Agreement," a "Currency Warrant Agreement," an "Index Warrant Agreement" and an "Interest Rate Warrant Agreement") to be entered into between the Company and a bank or trust company, as Warrant Agent (each a "Warrant Agent" and respectively a "Debt Warrant Agent," a "Currency Warrant Agent," an "Index Warrant Agent" and an "Interest Rate Warrant Agent"), all as set forth in the applicable Prospectus Supplement. A copy of the form of each type of Warrant Agreement, including the form of Warrant Certificate representing each type of Warrant (the "Warrant Certificates"), reflecting the alternative provisions to be included in the Warrant Agreements that will be entered into with respect to particular offerings of Warrants, is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The following summaries of certain provisions of the Warrant Agreements and the Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Warrant Agreements and the Warrant Certificates, respectively, including the definition therein of certain terms. Such summaries encompass all the material provisions contained in the form of Warrant Agreements and the form of Warrant Certificates. 35 37 DEBT WARRANTS The applicable Prospectus Supplement will describe the following terms of the Debt Warrants being offered thereby, the Debt Warrant Agreement relating to such Debt Warrants and the Debt Warrant Certificates representing such Debt Warrants: (1) the number of Debt Warrants offered; (2) the designation, aggregate principal amount and terms of the Debt Securities purchasable upon exercise of such Debt Warrants; (3) the designation and terms of any related Debt Securities with which such Debt Warrants are issued and the number of such Debt Warrants issued with each such Debt Security; (4) the date, if any, on and after which such Debt Warrants and the related Debt Securities will be separately transferable; (5) the principal amount of Debt Securities purchasable upon exercise of one Debt Warrant and the price at which such principal amount of Debt Securities may be purchased upon such exercise; (6) the date on which the right to exercise the Debt Warrants shall commence and the date on which such right shall expire (the "Debt Warrant Expiration Date"); (7) the form in which the Debt Warrants represented by the Debt Warrant Certificates will be issued and where the Debt Warrants represented by Debt Warrant Certificates may be transferred and registered; and (8) any other terms of the Debt Warrants. The applicable Prospectus Supplement will contain a summary of the United States federal income tax, accounting and other consequences with respect to the Debt Warrants. If issued in definitive form, Debt Warrant Certificates will be exchangeable for new Debt Warrant Certificates of authorized denominations at the corporate trust office of the Debt Warrant Agent or any other office indicated in the applicable Prospectus Supplement. Prior to the exercise of Debt Warrants, holders of such Debt Warrants will not have any of the rights of Holders of the Debt Securities purchasable upon such exercise and will not be entitled to payments of principal of (or premium, if any) or interest, if any, on the Debt Securities purchasable upon such exercise. EXERCISE OF DEBT WARRANTS Each Debt Warrant will entitle the holder, upon payment of the exercise price, if any, to purchase such principal amount of Debt Securities at such exercise price as shall in each case be set forth in, or calculable from, the applicable Prospectus Supplement. Debt Warrants will be exercisable (i) at any time up to the close of business on the Debt Warrant Expiration Date set forth in the applicable Prospectus Supplement or (ii) only at maturity. After the close of business on the Expiration Date (or such later date to which such Expiration Date may be extended by the Company), unexercised Debt Warrants will become void. 36 38 Debt Warrants may be exercised by delivery to the Debt Warrant Agent of payment as provided in the applicable Prospectus Supplement of the amount required to purchase the Debt Securities purchasable upon such exercise together with certain information set forth on the reverse side of the Debt Warrant Certificate. Debt Warrants will be deemed to have been exercised upon receipt of the exercise price, subject to the receipt, within five business days, of the Debt Warrant Certificate evidencing such Debt Warrants. Upon receipt of such payment and the Debt Warrant Certificate properly completed and duly exercised at the corporate trust office of the Debt Warrant Agent or any other office indicated in the applicable Prospectus Supplement, the Company will, as soon as practicable, issue and deliver pursuant to the applicable Indenture the Debt Securities purchasable upon such exercise. If fewer than all of the Debt Warrants represented by such Debt Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued for the remaining amount of outstanding Debt Warrants. CURRENCY WARRANTS The Company may issue, together with Debt Securities, Debt Warrants, Index Warrants or Interest Rate Warrants, or separately, Currency Warrants (a) in the form of Currency Put Warrants, entitling the owners thereof to receive from the Company the Currency Warrant Cash Settlement Value (as defined in the applicable Prospectus Supplement) of the right to sell a specified amount of one currency (whether U.S. dollars or a foreign currency or foreign currency unit) (a "Base Currency") for a specified amount of a different currency (whether U.S. dollars or a foreign currency or foreign currency unit) (a "Reference Currency"), (b) in the form of Currency Call Warrants, entitling the owners thereof to receive from the Company the Currency Warrant Cash Settlement Value of the right to purchase a specified amount of a Base Currency for a specified amount of a Reference Currency, or (c) in such other form as specified in the applicable Prospectus Supplement. The applicable Prospectus Supplement will set forth the formula pursuant to which the Currency Warrant Cash Settlement Value will be determined, including any multipliers, if applicable. The applicable Prospectus Supplement will describe the following terms of the Currency Warrants being offered thereby, the Currency Warrant Agreement relating to such Currency Warrants and the Currency Warrant Certificates representing such Currency Warrants: (1) the title and number of such Currency Warrants offered; (2) the aggregate amount of such Currency Warrants; (3) the initial offering price of such Currency Warrants; (4) the exercise price, if any; (5) the currency or currency unit in which the initial offering price, the exercise price, if any, and the Currency Warrant Cash Settlement Value of such Currency Warrants is payable; (6) the Base Currency and the Reference 37 39 Currency for such Currency Warrants; (7) whether such Currency Warrants shall be Currency Put Warrants, Currency Call Warrants or otherwise; (8) the formula for determining the Currency Warrant Cash Settlement Value, if applicable, of each Currency Warrant; (9) whether and under what circumstances a minimum and/or maximum expiration value is applicable upon the expiration or exercise of such Currency Warrants; (10) the effect or effects, if any, of the occurrence of a Market Disruption Event or Force Majeure Event (each as defined in the applicable Prospectus Supplement); (11) the date on which the right to exercise such Currency Warrants shall commence and the date (the "Currency Warrant Expiration Date") on which such right shall expire; (12) any minimum number of Currency Warrants which must be exercised at any one time, other than upon automatic exercise; (13) the maximum number, if any, of such Currency Warrants that may, subject to election by the Company, be exercised by all owners (or by any person or entity) on any day; (14) any provisions for the automatic exercise of such Currency Warrants other than at expiration; (15) whether and under what circumstances such Currency Warrants may be canceled by the Company prior to their expiration date; (16) any other procedures and conditions relating to the exercise of such Currency Warrants; (17) the identity of the Currency Warrant Agent; (18) any national securities exchange on which such Currency Warrants will be listed; (19) provisions, if any, for issuing such Currency Warrants in certificated form; (20) if such Currency Warrants are not issued in book-entry form, the place or places at which payments in respect of such Currency Warrants are to be made by the Company; (21) if applicable, a discussion of certain United States federal income tax, accounting or other special considerations applicable thereto; and (22) any other terms of the Currency Warrants. Other important information concerning Currency Warrants is set forth below under "Certain Items Applicable to Currency Warrants, Index Warrants and Interest Rate Warrants." INDEX WARRANTS The Company may issue, together with Debt Securities, Debt Warrants, Currency Warrants or Interest Rate Warrants, or separately, Index Warrants (a) in the form of Index Put Warrants, entitling the owners thereof to receive from the Company the Index Warrant Cash Settlement Value (as defined in the applicable Prospectus Supplement) in cash, which amount will be determined by reference to the amount, if any, by which the Fixed Amount (as defined in the applicable Prospectus Supplement) at the time of exercise exceeds the Index Value (as defined in the applicable Prospectus Supplement), (b) in the form of Index Call Warrants, entitling the owners thereof to receive from the Company the Index Warrant Cash Settlement Value in cash, which amount will be determined by reference to the amount, if any, by which the Index 38 40 Value at the time of exercise exceeds the Fixed Amount, (c) in the form of Index Spread Warrants, entitling the owners thereof to receive from the Company the Index Warrant Cash Settlement Value in cash, which amount will be determined by reference to the amount, if any, by which the Reference Index Value (as defined in the applicable Prospectus Supplement) at the time of exercise exceeds the Base Index Value (as defined in the applicable Prospectus Supplement) or (d) in such other form as shall be specified in the applicable Prospectus Supplement. The applicable Prospectus Supplement will set forth the formula pursuant to which the Index Warrant Cash Settlement Value will be determined, including any multipliers, if applicable. The applicable Prospectus Supplement will describe the following terms of the Index Warrants being offered thereby, the Index Warrant Agreement relating to such Index Warrants and the Index Warrant Certificate representing such Index Warrants: (1) the title and number of such Index Warrants offered; (2) the aggregate amount of such Index Warrants; (3) the initial offering price of such Index Warrants; (4) the exercise price, if any; (5) the currency or currency unit in which the initial offering price, the exercise price, if any, and the Index Warrant Cash Settlement Value of such Index Warrants is payable; (6) the Index or Indices for such Index Warrants, which may be based on one or more U.S. or foreign stocks, bonds, or other securities, one or more U.S. or foreign interest rates, one or more currencies or currency units, or any combination of the foregoing, and may be a preexisting U.S. or foreign index compiled and published by a third party or an index based on one or more securities, interest rates or currencies selected by the Company solely in connection with the issuance of such Index Warrants, and certain information regarding such Index or Indices and the underlying securities, interest rates or currencies (including, to the extent possible, the policies of the publisher of the Index with respect to additions, deletions and substitutions of such securities, interest rates or currencies); (7) whether such Index Warrants shall be Index Put Warrants, Index Call Warrants, Index Spread Warrants or otherwise; (8) the method of providing for a substitute Index or Indices or otherwise determining the amount payable in connection with the exercise of such Index Warrants if any Index changes or ceases to be made available by its publisher, which determination will be made by an independent expert; (9) the formula for determining the Index Warrant Cash Settlement Value, if applicable, of each Index Warrant; (10) whether and under what circumstances a minimum and/or maximum expiration value is applicable upon the expiration or exercise of such Index Warrants; (11) the effect or effects, if any, of the occurrence of a Market Disruption Event or Force Majeure Event (as defined in the applicable Prospectus Supplement); (12) the date on which the right to exercise such Index Warrants shall commence and the date (the "Index Warrant Expiration Date") on which such right shall expire; (13) any minimum number of Index 39 41 Warrants which must be exercised at any one time, other than upon automatic exercise; (14) the maximum number, if any, of such Index Warrants that may, subject to election by the Company, be exercised by all owners (or by any person or entity) on any day; (15) any provisions for the automatic exercise of such Index Warrants other than at expiration; (16) whether and under what circumstances such Index Warrants may be canceled by the Company prior to their expiration date; (17) any provisions permitting a Holder to condition any notice of exercise on the absence of certain specified changes in the Index Value, the Base Index Value or the Reference Index Value after the date of exercise; (18) any other procedures and conditions relating to the exercise of such Index Warrants; (19) the identity of the Index Warrant Agent; (20) any national securities exchange on which such Index Warrants will be listed; (21) provisions, if any, for issuing such Index Warrants in certificated form; (22) if such Index Warrants are not issued in book-entry form, the place or places at which payments in respect of such Index Warrants are to be made by the Company; (23) if applicable, a discussion of certain United States federal income tax, accounting or other special considerations applicable thereto; and (24) any other terms of such Index Warrants. Other important information concerning Index Warrants is set forth below under "Certain Items Applicable to Currency Warrants, Index Warrants and Interest Rate Warrants." INTEREST RATE WARRANTS The Company may issue, together with Debt Securities, Debt Warrants, Currency Warrants or Index Warrants, or separately, Interest Rate Warrants (a) in the form of Interest Rate Put Warrants, entitling the owners thereof to receive from the Company the Interest Rate Warrant Cash Settlement Value (as defined in the applicable Prospectus Supplement) in cash, which amount will be determined by reference to the amount, if any, by which the Spot Amount (as defined in the applicable Prospectus Supplement) is less than the Strike Amount (as defined in the applicable Prospectus Supplement) on the applicable valuation date following exercise, (b) in the form of Interest Rate Call Warrants, entitling the owners thereof to receive from the Company the Interest Rate Warrant Cash Settlement Value in cash, which amount will be determined by reference to the amount, if any, by which the Spot Amount on the applicable valuation date following exercise exceeds the Strike Amount or (c) in such other form as shall be specified in the applicable Prospectus Supplement. The applicable Prospectus Supplement will set forth the formula pursuant to which the Interest Rate Warrant Cash Settlement Value will be determined, including any multipliers, if applicable. The Strike Amount may either be a fixed yield, price or rate of a Government Debt Instrument, a Financial Institution Rate or any combination of Government Debt Instrument 40 42 and/or Financial Institution Rates or a yield, price or rate that varies during the term of the Interest Rate Warrants in accordance with a schedule or formula. The Government Debt Instrument will be one or more instruments specified in the applicable Prospectus Supplement issued either by the United States government or by a foreign government. The Financial Institution Rate will be one or more interest rates or interest rate swap rates established from time to time by one or more financial institutions specified in the applicable Prospectus Supplement. The applicable Prospectus Supplement will describe the following terms of the Interest Rate Warrants being offered thereby, the Interest Rate Warrant Agreement relating to such Interest Rate Warrants and the Interest Rate Warrant Certificate representing such Interest Rate Warrants: (1) the title and number of such Interest Rate Warrants offered, (2) the aggregate amount of such Interest Rate Warrants; (3) the initial offering price of such Interest Rate Warrants; (4) the exercise price, if any; (5) the currency or currency unit in which the initial offering price, the exercise price, if any, and the Interest Rate Warrant Cash Settlement Value of such Interest Rate Warrants is payable; (6) the Government Debt Instrument (which may be one or more debt instruments issued either by the United States government or by a foreign government), the Financial Institution Rate (which may be one or more interest rates or interest rate swap rates established from time to time by one or more specified financial institutions) or the other yield, price or rate utilized for such Interest Rate Warrants, and certain information regarding such Government Debt Instrument or Financial Institution Rate; (7) whether such Interest Rate Warrants shall be Interest Rate Put Warrants, Interest Rate Call Warrants or otherwise; (8) the Strike Amount, the method of determining the Spot Amount and the method of expressing movements in the yield or closing price of the Government Debt Instrument or in the level of the Financial Institution Rate as a cash amount in the currency in which the Interest Rate Warrant Cash Settlement Value of such Warrants is payable; (9) the formula for determining the Interest Rate Warrant Cash Settlement Value, if applicable, of each Interest Rate Warrant; (10) whether and under what circumstances a minimum and/or maximum expiration value is applicable upon the expiration or exercise of such Interest Rate Warrants (as defined in the applicable Prospectus Supplement); (11) the effect or effects, if any, of the occurrence of a Market Disruption Event or Force Majeure Event (as defined in the applicable Prospectus Supplement); (12) the date on which the right to exercise such Interest Rate Warrants shall commence and the date (the "Interest Rate Warrant Expiration Date") on which such right shall expire; (13) any minimum number of Interest Rate Warrants which must be exercised at any one time, other than upon automatic exercise; (14) the maximum number, if any, of such Interest Rate Warrants that may, subject to election by the 41 43 Company, be exercised by all owners (or by any person or entity) on any day; (15) any provisions for the automatic exercise of such Interest Rate Warrants other than at expiration; (16) whether and under what circumstances such Interest Rate Warrants may be canceled by the Company prior to their expiration date; (17) any provisions permitting a Holder to condition any notice of exercise on the absence of certain specified changes in the Spot Amount after the date of exercise; (18) any other procedures and conditions relating to the exercise of such Interest Rate Warrants; (19) the identity of the Interest Rate Warrant Agent; (20) any national securities exchange on which such Interest Rate Warrants will be listed; (21) provisions, if any, for issuing such Interest Rate Warrants in certified form; (22) if such Interest Rate Warrants are not issued in book-entry form, the place or places at which payments in respect of such Interest Rate Warrants are to be made by the Company; (23) if applicable, a discussion of certain United States federal income tax, accounting or other special considerations applicable thereto; and (24) any other terms of such Interest Rate Warrants. Other important information concerning Interest Rate Warrants is set forth below under "Certain Items Applicable to Currency Warrants, Index Warrants and Interest Rate Warrants." CERTAIN ITEMS APPLICABLE TO CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE WARRANTS EXERCISE OF WARRANTS Unless otherwise specified in the applicable Prospectus Supplement, (a) each Currency Warrant, Index Warrant and Interest Rate Warrant will entitle the holder, upon payment of the exercise price, if any, to the applicable Cash Settlement Value of such Warrant, on the applicable Exercise Date, in each case as such terms will further be defined in the applicable Prospectus Supplement (Section 1.1 of the applicable Warrant Agreement) and (b) if not exercised prior to 1:30 p.m., New York City time on the applicable Warrant Expiration Date, the Warrants will be deemed automatically exercised on such Warrant Expiration Date (Section 2.3). As described below, Currency Warrants, Index Warrants and Interest Rate Warrants may also be deemed to be automatically exercised if they are delisted. Procedures for exercise of the Currency Warrants, Index Warrants and Interest Rate Warrants will be set out in the applicable Prospectus Supplement. MARKET DISRUPTION AND FORCE MAJEURE EVENTS If so specified in the applicable Prospectus Supplement, following the occurrence of a Market Disruption Event or Force Majeure Event (as each term shall be defined therein), the Cash Settlement Value of a Currency Warrant, an Index Warrant or an 42 44 Interest Rate Warrant may be determined on a different basis than under normal exercise of a Warrant or the determination of the applicable Cash Settlement Value. In addition, if so specified in the applicable Prospectus Supplement, Currency Warrants, Index Warrants and Interest Rate Warrants may, in certain circumstances, be canceled by the Company prior to their expiration date and the holders thereof will be entitled to receive only the applicable Cancellation Amount. The Cancellation Amount may be either a fixed amount or an amount that varies during the term of the Warrants in accordance with a schedule or formula. SETTLEMENT CURRENCY Currency Warrants, Index Warrants and Interest Rate Warrants will be settled only in U.S. dollars (unless settlement in a foreign currency is specified in the applicable Prospectus Supplement and is permissible under securities exchange rules approved by the SEC) and accordingly will not require or entitle an owner to sell, deliver, purchase or take delivery of the currency, security or other instrument underlying such Warrants. If any of the Currency Warrants, Index Warrants or Interest Rate Warrants are sold for, or if the exercise price, if any, is payable in, foreign currencies or foreign currency units or if the amount payable by the Company in respect of any series of Currency Warrants, Index Warrants or Interest Rate Warrants is payable in foreign currencies or foreign currency units, the restrictions, elections, tax consequences, specific terms and other information with respect to such issue of Warrants and such currencies or currency units will be set forth in the applicable Prospectus Supplement. LISTING Unless otherwise specified in the applicable Prospectus Supplement, each issue of Currency Warrants, Index Warrants and Interest Rate Warrants will be listed on a national securities exchange, as specified in the applicable Prospectus Supplement, subject only to official notice of issuance, as a pre-condition to the sale of any such Warrants. It may be necessary in certain circumstances for such national securities exchange to obtain the approval of the SEC in connection with any such listing. In the event that such Warrants are delisted from, or permanently suspended from trading on, such exchange, and, at or prior to such delisting or suspension, such Warrants shall not have been listed on another national securities exchange, any such Warrants not previously exercised will be deemed automatically exercised on the date such delisting or permanent trading suspension becomes effective (Section 2.3 of the applicable Warrant Agreement). The applicable Cash Settlement Value to be paid in such event will be as set forth in the applicable Prospectus Supplement. The Company will notify holders of such Warrants as 43 45 soon as practicable of such delisting or permanent trading suspension. The applicable Warrant Agreement will contain a covenant of the Company not to seek delisting of such Warrants from, or permanent suspension of their trading on, such exchange (Section 2.4 of the Currency Warrant Agreement and the Interest Rate Warrant Agreement and Section 2.5 of the Index Warrant Agreement). PLAN OF DISTRIBUTION The Company may sell Securities to one or more underwriters for public offering and sale by them or may sell Securities to investors directly or through agents which solicit or receive offers on behalf of the Company or through dealers or through a combination of any such methods of sale. Any such underwriter or agent involved in the offer and sale of the Offered Securities will be named in the applicable Prospectus Supplement. Underwriters may offer and sell the Offered Securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company also may offer and sell the Offered Securities in exchange for one or more of its outstanding issues of debt or convertible debt securities. The Company may, from time to time, authorize agents acting on a best efforts basis as agents of the Company to solicit or receive offers to purchase the Offered Securities upon the terms and conditions as are set forth in the applicable Prospectus Supplement. In connection with the sale of Offered Securities, underwriters or agents may be deemed to have received compensation from the Company in the form of underwriting discounts or commissions and may also receive commissions from purchasers of Offered Securities for whom they may act as agents. Underwriters may sell Offered Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any compensation paid by the Company to underwriters or agents in connection with the offering of Offered Securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable Prospectus Supplement. Underwriters, dealers and agents participating in a distribution of the Offered Securities (including agents only soliciting or receiving offers to purchase Offered Securities on behalf of the Company) may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the Offered Securities may be deemed to be underwriting discounts and commissions, under the Act. Underwriters, dealers and agents may 44 46 be entitled, under agreements entered into with the Company, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Act. The Company may agree to reimburse underwriters or agents for certain expenses incurred in connection with the distribution of the Offered Securities. If so indicated in the applicable Prospectus Supplement, the Company will authorize agents or dealers acting as the Company's agents to solicit offers by certain institutions to purchase Offered Securities from the Company at the public offering price set forth in such Prospectus Supplement pursuant to delayed delivery contracts ("Contracts") providing for payment and delivery on the date or dates stated in such Prospectus Supplement. Each Contract will be for an amount not less than, and the aggregate principal amount of Offered Securities sold pursuant to Contracts shall be not less nor more than, the respective amounts stated in such Prospectus Supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions but will in all cases be subject to the approval of the Company. Contracts will not be subject to any conditions except (i) the purchase by an institution of the Offered Securities covered by its Contracts shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject, and (ii) if the Offered Securities are being sold to underwriters, the Company shall have sold to such underwriters the total principal amount of the Offered Securities less the principal amount thereof covered by Contracts. Each underwriter, dealer and agent participating in the distribution of any Offered Securities which are issuable as Bearer Securities will agree that it will not offer, sell or deliver, directly or indirectly, Bearer Securities in the United States or to United States persons (other than qualifying financial institutions), in connection with the original issuance of the Offered Securities. See "THE DEBT SECURITIES -- Limitations on Issuance of Bearer Securities." Offers of the Securities may not be made in Great Britain except to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, and this Prospectus and any Prospectus Supplement or any other offering material relating to the Securities may not be distributed in or from Great Britain except to persons whose business involves the acquisition and disposal, or the holding, of securities, whether as principal or as agent. 45 47 Certain of the underwriters, dealers or agents and their associates may be customers of, engage in transactions with, and perform services for, the Company in the ordinary course of business. Each offering of the Offered Securities will be conducted in compliance with any applicable requirements of Schedule E to the By-Laws of the National Association of Securities Dealers, Inc. This Prospectus may be used by an affiliate of the Company in connection with offers and sales related to market making activities. Any such affiliate may act as principal or agent in any such transactions. Such sales will be made at prices related to the prevailing market prices at the time of sale. EXPERTS The Company only and consolidated financial statements of the Corporation as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993 incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, have been so incorporated in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. LEGAL OPINION The legality of the Securities offered hereby will be passed upon for the Company by Robert B. Adams, Senior Vice President and Deputy General Counsel of the Company and the Bank. As of June 30, 1994, Mr. Adams was the beneficial owner of or had options to purchase less than 0.1% of the outstanding shares of Common Stock of the Company. 46 48 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission registration fee . . . . . . . $689,660 NASD fee. . . . . . . . . . . . . . . . . . 30,500 Legal fees and expenses . . . . . . . . . . 70,000 Blue Sky fees and expenses. . . . . . . . . 15,000 Accounting fees and expenses. . . . . . . . 220,000 Printing and engraving. . . . . . . . . . . 270,000 Fees and expenses of Trustees . . . . . . . 50,000 Fees and expenses of Transfer Agents. . . . 20,000 Rating agency fees. . . . . . . . . . . . . 80,000 Miscellaneous . . . . . . . . . . . . . . . 54,840 ---------- Total. . . . . . . . . . . . . . . . . $1,500,000
All of the above items except the registration fee and NASD fees are estimated. Item 15. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law provides for the indemnification of directors and officers of corporations organized thereunder in certain circumstances. In addition, said Section 145 grants to each such corporation the power to indemnify its directors and officers against liability for certain of their acts. The Restated Certificate of Incorporation and By-Laws of the Company provide that directors and officers of the Company shall be indemnified to the fullest extent permitted by the laws of the State of Delaware against liability for certain of their acts. Directors' and officers' liability insurance has also been obtained by the Company, the effect of which is to indemnify the directors and officers of the Company against certain damages and expenses because of certain claims made against them caused by their negligent act, error or omission. Item 16. Exhibits. The exhibits to this Registration Statement are listed in the Exhibit Index which immediately precedes the signature pages to this Registration Statement and which is incorporated herein by reference. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales II-1 49 are being made of the securities offered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, II-2 50 unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 51 Exhibit Index 1.1 - Form of Debt Securities Underwriting Agreement. 1.2 - Form of Debt Securities Underwriting Agreement Standard Provisions. 1.3 - Form of Medium-Term Note, Series B Distribution Agreement (to be filed or incorporated herein subsequently). 1.4 - Form of Medium-Term Note, Series C Distribution Agreement. 1.5 - Euro Distribution Agreement. (1) 1.6 - Amendment No. 1 to the Euro Distribution Agreement. 1.7 - Form of Amendment No. 2 to Euro Distribution Agreement. 1.8 - Form of Preferred Stock Underwriting Agreement. 1.9 - Form of Preferred Stock Underwriting Agreement Standard Provisions. 4.1 - Indenture dated as of July 1, 1986 between the Company and Bankers Trust Company, as Trustee. (2) 4.2 - First Supplemental Indenture dated as of November 1, 1990 between the Company and Bankers Trust Company, as Trustee. (3) 4.3 - Second Supplemental Indenture dated as of May 1, 1991 between the Company and Bankers Trust Company, as Trustee. (4) 4.4 - Amended and Restated Indenture dated as of September 1, 1993 between the Company and Chemical Bank, as Trustee. (5) 4.5 - Form of Debt Warrant Agreement. 4.6 - Form of Currency Warrant Agreement. 4.7 - Form of Index Warrant Agreement. 4.8 - Form of Interest Rate Warrant Agreement. 4.9 - Forms of Debt Warrant Certificate (included in Exhibit 4.5). 4.10 - Forms of Currency Warrant Certificate (included in Exhibit 4.6). 4.11 - Forms of Index Warrant Certificate (included in Exhibit 4.7). 4.12 - Forms of Interest Rate Warrant Certificate (included in Exhibit 4.8). 4.13 - Forms of Certificates of Designation for Preferred Stock (to be filed or incorporated herein subsequently.) 4.14 - Form of Certificate for Preferred Stock. 4.15 - Form of Certificate for the Common Stock. 4.16 - Form of Senior Medium-Term Note, Series B (Fixed Rate). 4.17 - Form of Senior Medium-Term Note, Series B (Floating Rate). 4.18 - Form of Senior Medium-Term Note, Series B (Foreign Currency). II-4 52 4.19 - Form of Subordinated Medium-Term Note, Series B (Fixed Rate). 4.20 - Form of Subordinated Medium-Term Note, Series B (Floating Rate). 4.21 - Form of Subordinated Medium-Term Note, Series B (Foreign Currency). 4.22 - Form of Senior Medium-Term Note, Series C (Fixed Rate). (6) 4.23 - Form of Senior Medium-Term Note, Series C (Floating Rate). (6) 4.24 - Form of Subordinated Medium-Term Note, Series C (Fixed Rate). (6) 4.25 - Form of Subordinated Medium-Term Note, Series C (Floating Rate). (6) 4.26 - Restated Certificate of Incorporation of the Company. (7) 4.27 - Certificate of Designation, Preferences and Rights of Preferred Stock, Adjustable Rate Series N. (8) 4.28 - By-laws of the Company. (9) 4.29 - Rights Agreement dated as of February 15, 1989 between the Company and The Chase Manhattan Bank, N.A. as Rights Agent. (10) 5 - Opinion of Robert B. Adams, Senior Vice President and Deputy General Counsel of the Company as to the legality of the Offered Securities. 12.1 - Computation of ratios of earnings to fixed charges (consolidated). 12.2 - Computation of ratios of earnings to fixed charges and preferred stock dividend requirements (consolidated). 23.1 - Consent of Price Waterhouse (to be filed or incorporated herein subsequently). 23.2 - Consent of Robert B. Adams (contained in Exhibit 5). 24 - Power of Attorney (appearing on page II-7). 25.1 - Statement of Eligibility of Senior Trustee on Form T-1. 25.2 - Statement of Eligibility of Subordinated Trustee on Form T-1. _______________ (1) Incorporated herein by reference to Exhibit (1)(c) to the Company's Form 8-K dated November 5, 1992. (2) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-7299. (3) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-40485. (4) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-42367. (5) Incorporated herein by reference to Exhibit (4)(cc) to the Company's Form 8-K dated August 19, 1993. (6) Incorporated herein by reference to Exhibits (4)(oo),(4)(pp), (4)(qq) and (4)(rr), respectively, to the Company's Form 8-K II-5 53 dated August 11, 1994. (7) Incorporated herein by reference to the respective Exhibit to the Company's Registration Statement No. 33-58144. (8) Incorporated herein by reference to Exhibit (4)(e) to the Company's Form 8-K dated April 29, 1994. (9) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-42366. (10) Incorporated herein by reference to Exhibit 28 to the Company's Form 10-K for the year ended December 31, 1988. II-6 54 POWER OF ATTORNEY The Registrant and each person whose signature appears below hereby authorizes any agent for service named in this Registration Statement to file one or more amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as such agent for service deems appropriate, and the Registrant and each such person hereby appoints such agent for service as attorney-in-fact to execute in the name and on behalf of the Registrant and each such person, individually and in each capacity stated below, any such amendments to this Registration Statement. __________________________ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on this 30th day of August, 1994. THE CHASE MANHATTAN CORPORATION By: /s/ Thomas G. Labrecque (Thomas G. Labrecque) (Chairman of the Board) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Thomas G. Labrecque Director August 30, 1994 (Thomas G. Labrecque) Chairman of the Board (Principal Executive Officer) /s/ Arthur F. Ryan Director August 30, 1994 (Arthur F. Ryan) /s/ Richard J. Boyle Director August 30, 1994 (Richard J. Boyle)
II-7 55 _________________________ Director August , 1994 (M. Anthony Burns) /s/ Joan Ganz Cooney Director August 30, 1994 (Joan Ganz Cooney) _________________________ Director August __, 1994 (Jairo A. Estrada) /s/ James L. Ferguson Director August 30, 1994 (James L. Ferguson) /s/ Edward S. Finkelstein Director August 30, 1994 (Edward S. Finkelstein) /s/ H. Laurance Fuller Director August 30, 1994 (H. Laurance Fuller) /s/ William H. Gray, III Director August 30, 1994 (William H. Gray, III) _________________________ Director August __, 1994 (David T. Kearns) /s/ Delano E. Lewis Director August 30, 1994 (Delano E. Lewis) /s/ Paul W. MacAvoy Director August 30, 1994 (Paul W. MacAvoy) /s/ John H. McArthur Director August 30, 1994 (John H. McArthur) _________________________ Director August __, 1994 (David T. McLaughlin) /s/ Edmund T. Pratt, Jr. Director August 30, 1994 (Edmund T. Pratt, Jr.) /s/ Henry B. Schacht Director August 30, 1994 (Henry B. Schacht) /s/ Donald H. Trautlein Director August 30, 1994 (Donald H. Trautlein)
II-8 56 /s/ Arjun K. Mathrani Executive Vice August 30, 1994 (Arjun K. Mathrani) President and Chief Financial Officer (Principal Financial Officer) /s/ Lester J. Stephens,Jr. Senior Vice August 30, 1994 (Lester J. Stephens, Jr.) President and Controller (Principal Accounting Officer)
II-9 57 Exhibit Index 1.1 - Form of Debt Securities Underwriting Agreement. 1.2 - Form of Debt Securities Underwriting Agreement Standard Provisions. 1.3 - Form of Medium-Term Note, Series B Distribution Agreement (to be filed or incorporated herein subsequently). 1.4 - Form of Medium-Term Note, Series C Distribution Agreement. 1.5 - Euro Distribution Agreement. (1) 1.6 - Amendment No. 1 to the Euro Distribution Agreement. 1.7 - Form of Amendment No. 2 to Euro Distribution Agreement. 1.8 - Form of Preferred Stock Underwriting Agreement. 1.9 - Form of Preferred Stock Underwriting Agreement Standard Provisions. 4.1 - Indenture dated as of July 1, 1986 between the Company and Bankers Trust Company, as Trustee. (2) 4.2 - First Supplemental Indenture dated as of November 1, 1990 between the Company and Bankers Trust Company, as Trustee. (3) 4.3 - Second Supplemental Indenture dated as of May 1, 1991 between the Company and Bankers Trust Company, as Trustee. (4) 4.4 - Amended and Restated Indenture dated as of September 1, 1993 between the Company and Chemical Bank, as Trustee. (5) 4.5 - Form of Debt Warrant Agreement. 4.6 - Form of Currency Warrant Agreement. 4.7 - Form of Index Warrant Agreement. 4.8 - Form of Interest Rate Warrant Agreement. 4.9 - Forms of Debt Warrant Certificate (included in Exhibit 4.5). 4.10 - Forms of Currency Warrant Certificate (included in Exhibit 4.6). 4.11 - Forms of Index Warrant Certificate (included in Exhibit 4.7). 4.12 - Forms of Interest Rate Warrant Certificate (included in Exhibit 4.8). 4.13 - Forms of Certificates of Designation for Preferred Stock (to be filed or incorporated herein subsequently.) 4.14 - Form of Certificate for Preferred Stock. 4.15 - Form of Certificate for the Common Stock. 4.16 - Form of Senior Medium-Term Note, Series B (Fixed Rate). 4.17 - Form of Senior Medium-Term Note, Series B (Floating Rate). 4.18 - Form of Senior Medium-Term Note, Series B (Foreign Currency). 58 4.19 - Form of Subordinated Medium-Term Note, Series B (Fixed Rate). 4.20 - Form of Subordinated Medium-Term Note, Series B (Floating Rate). 4.21 - Form of Subordinated Medium-Term Note, Series B (Foreign Currency). 4.22 - Form of Senior Medium-Term Note, Series C (Fixed Rate). (6) 4.23 - Form of Senior Medium-Term Note, Series C (Floating Rate). (6) 4.24 - Form of Subordinated Medium-Term Note, Series C (Fixed Rate). (6) 4.25 - Form of Subordinated Medium-Term Note, Series C (Floating Rate). (6) 4.26 - Restated Certificate of Incorporation of the Company. (7) 4.27 - Certificate of Designation, Preferences and Rights of Preferred Stock, Adjustable Rate Series N. (8) 4.28 - By-laws of the Company. (9) 4.29 - Rights Agreement dated as of February 15, 1989 between the Company and The Chase Manhattan Bank, N.A. as Rights Agent. (10) 5 - Opinion of Robert B. Adams, Senior Vice President and Deputy General Counsel of the Company as to the legality of the Offered Securities. 12.1 - Computation of ratios of earnings to fixed charges (consolidated). 12.2 - Computation of ratios of earnings to fixed charges and preferred stock dividend requirements (consolidated). 23.1 - Consent of Price Waterhouse (to be filed or incorporated herein subsequently). 23.2 - Consent of Robert B. Adams (contained in Exhibit 5). 24 - Power of Attorney (appearing on page II-7). 25.1 - Statement of Eligibility of Senior Trustee on Form T-1. 25.2 - Statement of Eligibility of Subordinated Trustee on Form T-1. _______________ (1) Incorporated herein by reference to Exhibit (1)(c) to the Company's Form 8-K dated November 5, 1992. (2) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-7299. (3) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-40485. (4) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-42367. (5) Incorporated herein by reference to Exhibit (4)(cc) to the Company's Form 8-K dated August 19, 1993. (6) Incorporated herein by reference to Exhibits (4)(oo),(4)(pp), (4)(qq) and (4)(rr), respectively, to the Company's Form 8-K 59 dated August 11, 1994. (7) Incorporated herein by reference to the respective Exhibit to the Company's Registration Statement No. 33-58144. (8) Incorporated herein by reference to Exhibit (4)(e) to the Company's Form 8-K dated April 29, 1994. (9) Incorporated herein by reference to the respective exhibit to the Company's Registration Statement No. 33-42366. (10) Incorporated herein by reference to Exhibit 28 to the Company's Form 10-K for the year ended December 31, 1988. EX-1.1 2 FORM OF DEBT SECURITIES UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 UNDERWRITING AGREEMENT _________ __, 1994 THE CHASE MANHATTAN CORPORATION 1 Chase Manhattan Plaza New York, New York 10081 Dear Sirs: We, the undersigned (being herein called the "Underwriters"), understand that The Chase Manhattan Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $___________ aggregate principal amount of its (Senior) (Subordinated) debt securities (the "Offered Securities") (together with warrants (the "Warrants") to purchase an additional $_________ principal amount of such (senior) (subordinated) debt securities). The Offered Securities will be issued under the Indenture dated as of _____ __, 19__, as amended and supplemented, between the Company and _____________________, as Trustee. (The Warrants will be issued under a Warrant Agreement dated as of _______ __, 19__, between the Company and ____________, as warrant agent.) The terms of the Offered Securities (and Warrants) are set forth in the Company's Registration Statement on Form S-3 (File No. 33-_____) and the Basic Prospectus (as defined in the Standard Provisions hereinafter referred to), as supplemented by a Prospectus Supplement dated _________ __, 19__. All the provisions (including defined terms) contained in the document entitled "The Chase Manhattan Corporation Debt Securities Underwriting Agreement Standard Provisions (August 1994)" (the "Standard Provisions") attached hereto are incorporated by reference herein in their entirety and shall be deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein. The Delivery Date referred to in Paragraph 4 of the Standard Provisions shall be 10:00 A.M., New York City time, on _______ __, 19__. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective principal amounts of Offered Securities (and Warrants) set forth opposite their names in Exhibit A hereto at a purchase price of _____% of their principal amount, plus accrued interest on the Offered Securities from _______ __, 19__ to the Delivery Date. In accordance with Clause (e) of Paragraph 6 of the Standard Provisions, the Underwriters severally hereby confirm that the following statements with respect to the public offering of the 2 Offered Securities are correct and were furnished to the Company by or on behalf of the Underwriters for use in the Registration Statement and the Prospectus: (Describe any statements with respect to the public offering of the Offered Securities furnished to the Company by or on behalf of the Underwriters for use in the Registration and the Prospectus.) The Underwriters will offer the Offered Securities (and Warrants) for sale upon the terms and conditions set forth in the Prospectus. The Underwriters will pay for the Offered Securities (and Warrants) at the time and place and in the manner set forth in the Standard Provisions. (The Underwriters and the Company hereby agree to the following additional terms:) Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning a signed copy to us. Very truly yours, (UNDERWRITERS) By:______________________________ (Authorized Officer) Accepted: THE CHASE MANHATTAN CORPORATION By:____________________________ (Authorized Officer) 2 EX-1.2 3 FORM OF DEBT SECURITIES U.A. STANDARD PROVISIONS 1 EXHIBIT 1.2 THE CHASE MANHATTAN CORPORATION Senior/Subordinated Debt Securities and Warrants Underwriting Agreement Standard Provisions (August 1994) -------------- THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the "Company"), may from time to time enter into one or more underwriting agreements that provide for the sale of one or more series of its senior debt securities ("Senior Debt Securities"), its subordinated debt securities ("Subordinated Debt Securities", and, together with the Senior Debt Securities, the "Securities") and/or warrants to purchase Securities ("Warrants") registered under the registration statements referred to in Paragraph 1(a) hereof. The Securities will be issued under the indenture referred to in the Underwriting Agreement (as hereinafter defined) (such indenture, including any amendments or supplements thereto, being herein referred to as the "Indenture"), between the Company and the trustee referred to in the Underwriting Agreement (the "Trustee"), and will have varying maturities, interest rates, interest payment dates, redemption provisions, selling prices, priority of payment and other items, with such terms for any particular offering to be determined at the time of offering. The Warrants will be issued under one or more warrant agreements (the warrant agreement relating to any issue of Warrants to be sold pursuant to this Agreement will be identified in the applicable Underwriting Agreement (as hereinafter defined) and is referred to as the "Warrant Agreement") between the Company and the warrant agent identified in such Warrant Agreement (the "Warrant Agent"). The standard provisions set forth herein may be incorporated by reference in any underwriting agreement relating to the offering of Securities or Warrants (an "Underwriting Agreement"). An Underwriting Agreement relating to a particular series of Securities or Warrants, including the provisions incorporated therein by reference, is herein referred to, with respect to such series, as "this Agreement". The Securities and the Warrants may be offered either together or separately. The Securities and/or Warrants involved in any such offering are hereinafter referred to as the "Offered Securities", the firms which agree to purchase the Offered Securities pursuant to this Agreement are hereinafter referred to as the "Underwriters" of such Offered Securities and the representatives of the Underwriters named in this Agreement are hereinafter referred to as the "Representatives". The Offered Securities to be sold to the Underwriters on the Delivery Date (as hereinafter defined) are hereinafter referred to as the "Underwritten Securities". "Warrant Securities" shall mean the Senior Debt Securities or Subordinated Debt Securities issuable 2 upon exercise of Warrants. The Offered Securities, if any, to be sold pursuant to the Delayed Delivery Contracts (as hereinafter defined) are hereinafter referred to as the "Delayed Delivery Securities". 1. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 with respect to the Securities and Warrants has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, has been filed with the Commission under the Act and has become effective. As used in this Agreement, "Registration Statement" means that registration statement as amended at the date of this Agreement; "Basic Prospectus" means the prospectus (including all documents incorporated therein by reference) included in the Registration Statement; and "Prospectus" means the Basic Prospectus, together with any prospectus amendment or supplement (including in each case all documents incorporated therein by reference) specifically relating to the Offered Securities, in the form first filed with the Commission pursuant to Rule 424 of the Rules and Regulations, which amendment or supplement the Company agrees to promptly so file. The Commission has not issued any order preventing or suspending the use of the Prospectus. (b) The Registration Statement and the Prospectus (excluding, for purposes of this Paragraph 1(b), any preliminary or "red herring" prospectus supplement) contain, and each amendment or supplement to the Registration Statement or the Prospectus filed with the Commission prior to the termination of the offering of the Offered Securities (including any document filed by the Company on or after the date of this Agreement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the termination of the offering of the Offered Securities ("Incorporated Document")) will contain, all statements which are required by the Act and the Rules and Regulations and the Exchange Act and the rules and regulations of the Commission thereunder; the Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the applicable rules and regulations of the Commission thereunder; and the Registration Statement and the Prospectus do not, and any amendment or supplement to the Registration Statement or the Prospectus (including Incorporated Documents) filed with the Commission prior to -2- 3 the termination of the offering of the Offered Securities will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the Company makes no representation or warranty as to that part of the Registration Statement which consists of the Statement of Eligibility under the Trust Indenture Act (Form T-1) of the Trustee or as to information contained in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (c) The consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as at the dates indicated and the consolidated results of their operations for the period specified; and except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. (d) Except as set forth in or contemplated by the Registration Statement and the Prospectus, since the respective dates as of which information is given in the Registration Statement and Prospectus, there has not been any material transaction not in the ordinary course of business entered into by the Company or The Chase Manhattan Bank (National Association) (the "Bank"), any material change in the liabilities or obligations (direct or contingent) of the Company or the Bank, or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank. (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly registered as a bank holding company under the Bank Holding Company Act of 1956; and the Bank has been duly organized and is in good standing under the laws of the United States of America. (f) The Company and the Bank have the authority (corporate and other) to conduct their respective businesses in all material respects as described in the Prospectus; and all of the issued and outstanding shares of capital stock of -3- 4 the Bank have been duly authorized and are validly issued and outstanding and are owned by the Company free and clear of all liens, encumbrances, security interests and claims, except for existing or future restrictions on the disposition or encumbrance by the Company of the capital stock of the Bank contained in the Indenture or in other indentures, guarantees or evidences of indebtedness of the Company. (g) Except as set forth in or contemplated by the Registration Statement and the Prospectus, the Company and the Bank hold all material licenses, certificates, permits and authorizations from governmental authorities deemed by the Company to be reasonably necessary for the conduct of their present operations. (h) The accountants whose reports are incorporated by reference in the Prospectus are certified public accountants and are independent public accountants as required by the Act and the Rules and Regulations. (i) Except as referred to in the Registration Statement and the Prospectus (including documents incorporated therein by reference), there is no material litigation or governmental proceeding pending or, to the knowledge of the Company, threatened against or involving the Company or the Bank which would be likely to result in any material adverse change in the financial position of the Company or the Bank. (j) Neither the Company nor the Bank is in violation of its certificate of incorporation or Articles of Association, as the case may be, or by-laws, or in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note or any other evidence of its indebtedness or any related loan agreement, note purchase agreement or indenture by which the Company or the Bank is bound. The execution, delivery and performance of this Agreement, the Indenture and the Delayed Delivery Contracts, if any, and compliance by the Company with the provisions of the Indenture and each Warrant Agreement, if any, and the Offered Securities will not conflict with, or constitute a breach of, or a default under, any material agreement, indenture or other instrument by which the Company or the Bank is bound, or any applicable law, administrative regulation or court decree, violation of which would have a material adverse effect on the operations of the Company or the Bank, or result in the creation or imposition of any material lien, charge or encumbrance upon any of the property or assets of the Company or the Bank, -4- 5 and will not result in a violation of the provisions of the certificate of incorporation or Articles of Association, as the case may be, or by-laws, of the Company or the Bank. (k) There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations or which were required to be filed as exhibits to any document incorporated by reference in the Prospectus by the Exchange Act or the rules or regulations thereunder, which have not been filed as exhibits to the Registration Statement or to such document incorporated by reference in the Prospectus as permitted by the Rules and Regulations or the rules and regulations under the Exchange Act, as the case may be. (l) The Indenture and Warrant Agreement, if any, have been validly authorized and, prior to the issuance of the Offered Securities will be, duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery thereof by the Trustee, will constitute valid and binding instruments of the Company, enforceable in accordance with its terms; the Offered Securities have been validly authorized; upon payment for the Offered Securities as provided in this Agreement or the related Delayed Delivery Contracts, as the case may be, the Offered Securities will be validly issued and outstanding, and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms; the Securities will be entitled to the benefits of the Indenture; and the Offered Securities, the Indenture and Warrant Agreement, if any, will conform to the descriptions thereof contained in the Registration Statement and the Prospectus. (m) Since the end of its latest fiscal year, the Company has timely filed all documents and amendments to previously filed documents required to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The documents incorporated by reference in the Prospectus have been, and each Incorporated Document will be, prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and such documents have been, and in the case of each Incorporated Document will be, timely filed as required thereby. Copies of each of the documents incorporated by reference in the Prospectus have been delivered by the Company to the Representatives. (n) The Company has complied with all of the provisions of Section 517.075 of the Florida Statutes, and -5- 6 all rules and regulations promulgated thereunder, relating to issuers doing business in Cuba. (o) The Warrant Securities, if any, have been duly authorized for issuance and sale upon the exercise of the Warrants, and, when issued, authenticated and delivered pursuant to the terms and provisions of the applicable Indenture against payment of the exercise price in accordance with the terms of the Warrant Agreement, the Warrant Securities will be valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles, and will be entitled to the benefits of the Indenture; and the Warrant Securities, if any, will conform at the time of their issuance in all material respects to all statements relating thereto in the Prospectus. 2. If the Prospectus so provides, the Underwriters may solicit offers to purchase Offered Securities by institutional investors for delayed delivery pursuant to contracts substantially in the form of Exhibit A attached hereto, with such changes therein as the Company may approve ("Delayed Delivery Contracts"). The Company shall have the right, in its sole discretion, to approve or disapprove each such institutional investor. The Company will pay to the Representatives for the account of the Underwriters, contemporaneously with the purchase on the Delivery Date by the Underwriters of the Underwritten Securities pursuant to this Agreement, the compensation specified in this Agreement for arranging the sale of Delayed Delivery Securities pursuant to Delayed Delivery Contracts, which shall be equal to a percentage of the aggregate principal amount of the Delayed Delivery Securities. The Underwriters shall have no responsibility in respect of the validity or performance of any Delayed Delivery Contracts. For the purpose of determining the principal amount of the Underwritten Securities to be purchased by each Underwriter, there shall be deducted from the principal amount of Offered Securities to be purchased by such Underwriter as set forth in the Underwriting Agreement that portion of the aggregate principal amount of Delayed Delivery Securities (not to exceed the principal amount of Offered Securities to be purchased by such Underwriter as set forth in the Underwriting Agreement) as set forth in a written notice delivered by the Representatives to the Company; provided, however, that the total principal amount of Offered Securities to be purchased by all Underwriters on the Delivery Date shall be the total amount of Offered Securities -6- 7 covered by this Agreement, less the principal amount of Delayed Delivery Securities. 3. The Company shall not be obligated to deliver any Offered Securities except upon payment for all the Underwritten Securities to be purchased pursuant to this Agreement. If any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Underwritten Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of the Offered Securities set forth in the Underwriting Agreement to be purchased by each remaining non-defaulting Underwriter bears to the aggregate principal amount of the Offered Securities set forth in the Underwriting Agreement to be purchased by all the remaining non-defaulting Underwriters; provided that the remaining non-defaulting Underwriters shall not be obligated to purchase any Underwritten Securities if the aggregate principal amount of the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of the Offered Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Offered Securities set forth in the Underwriting Agreement to be purchased by such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other Underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportions as may be agreed upon among them, all the Underwritten Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Paragraphs 5(j) and 10 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Underwritten Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement. -7- 8 4. Delivery of and payment for the Underwritten Securities shall be made at the offices of the Company, 1 Chase Manhattan Plaza, New York, New York 10081, at 10:00 A.M., New York City time, on the fifth business day following the date of this Agreement or at such other location or other date as shall be determined by agreement between the Representatives and the Company or, if the Offered Securities shall be denominated in, or sold for, a currency or currency unit other than United States Dollars, at the time, date and location specified in the Underwriting Agreement. The date and time of delivery of and payment for the Underwritten Securities are sometimes referred to herein as the "Delivery Date". On the Delivery Date the Company shall deliver the Underwritten Securities to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by certified or official bank check or checks payable in federal funds or, if the Offered Securities shall be denominated in, or sold for, a currency or currency unit other than United States Dollars, by such means as are specified in the Underwriting Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery the Underwritten Securities shall be in definitive or temporary fully registered form, and shall be in such denominations and registered in such names as the Representatives shall request in writing not less than two full business days prior to the Delivery Date. For the purpose of expediting the checking and packaging thereof, the Company shall make the Underwritten Securities available for inspection by the Representatives in New York, New York (or, if the Offered Securities shall be denominated in, or sold for, a currency or currency unit other than United States Dollars, at such other location as shall be specified in the Underwriting Agreement) not later than 2:00 P.M., New York City time, on the business day prior to the Delivery Date. 5. The Company agrees: (a) To furnish promptly to the Representatives and to counsel for the Underwriters an executed copy of the Registration Statement and the Prospectus, including the documents incorporated by reference in the Prospectus and all consents and exhibits filed therewith; (b) To furnish the Underwriters with copies of the Prospectus (including the documents incorporated by reference therein) in such quantities as the Representatives may reasonably request; -8- 9 (c) To file promptly all reports and definitive proxy statements or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during such period following the date of this Agreement as a prospectus is required to be delivered in connection with the offering and sale of the Offered Securities; (d) To file with the Commission during the period referred to in (c) above any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or in the reasonable judgment of the Representatives, be required by the Act or that may be requested by the Commission and, in each case, approved by the Representatives and by the Company; (e) Prior to filing with the Commission during the period referred to in (c) above (i) any amendment to the Registration Statement or supplement to the Prospectus, or (ii) any Prospectus relating to the Offered Securities pursuant to Rule 424 of the Rules and Regulations, or (iii) any Incorporated Document, to furnish a copy thereof to the Representatives and to counsel for the Underwriters; (f) To advise the Representatives promptly (i) when any post-effective amendment to the Registration Statement relating to or covering the Offered Securities becomes effective, (ii) of any request by the Commission for an amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Offered Securities), to the Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information relating to the offering of the Offered Securities, (iii) of the issuance by the Commission of any stop order or any order preventing or suspending the use of the Prospectus or any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or any order directed to any document incorporated or deemed to be incorporated by reference in the Prospectus or the initiation of any stop order proceeding or any challenge by the Commission to the accuracy or adequacy of any document incorporated or deemed to be incorporated by reference in the Prospectus, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation of any proceeding for that purpose, and (v) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, -9- 10 or which requires the making of a change in the Registration Statement or the Prospectus in order to make any material statement therein not misleading; (g) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Offered Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Offered Securities; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (h) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the "effective date of the registration statement" (as defined in Rule 158(c) under the Act), an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and Rule 158 thereunder; (i) If during the period referred to in (c) above the Commission shall issue a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the lifting of that order at the earliest possible time; (j) To pay the costs incident to the authorization, issuance, sale and delivery of the Offered Securities and any taxes payable in that connection; the costs incident to the preparation, printing and filing under the Act of the Registration Statement and any amendments, supplements and exhibits thereto; the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the costs of distributing the Registration Statement as originally filed and each amendment and post-effective amendment thereof (including exhibits), any preliminary prospectus, the Prospectus and any documents incorporated by reference in any of the foregoing documents; the costs of distributing the terms of the agreement relating to the organization of the underwriting syndicate to the Underwriters by mail, telex or other means of communication; the costs of preparing this Agreement and of printing the Delayed Delivery Contracts, if any; the costs of any filings with the National Association of Securities Dealers, Inc.; fees paid to rating agencies in connection -10- 11 with the rating of the Offered Securities; the fees and expenses of qualifying the Offered Securities under the securities laws of the several jurisdictions as provided in this Paragraph and of preparing and printing a Blue Sky Memorandum and a memorandum concerning the legality of the Offered Securities as an investment (including fees of counsel to the Underwriters not in excess of $10,000); and all other costs and expenses incident to the performance of the Company's obligations under this Agreement; provided that, except as provided in this Paragraph and in Paragraph 10 hereof, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the Offered Securities which they may sell and the expenses of advertising any offering of the Offered Securities made by the Underwriters; and (k) During the period prior to the earlier of the Delivery Date and the date on which any price restrictions on the sale of the Offered Securities are terminated, not to offer or sell, or to cause any subsidiary to offer or sell, in the United States, without the prior consent of the Representatives, any debt securities of the Company or any warrants for the purchase of debt securities of the Company which are substantially similar to the Offered Securities. 6. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls an underwriter within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto); -11- 12 (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of litigation, or investigation or proceeding by any government agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished on behalf of any Underwriter through the Representatives as aforesaid) if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by the Representatives) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished on behalf of any Underwriter through the Representatives as aforesaid), to the extent that any such expense is not paid under (i) or (ii) above. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subparagraph (a) of this Paragraph, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall -12- 13 the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, that when more than one Underwriter is an indemnified party, each Underwriter shall be entitled to separate counsel in each such jurisdiction to the extent such Underwriter may have interests conflicting with those of another Underwriter because of the participation of one Underwriter in a transaction hereunder in which another Underwriter did not participate. (d) Any amounts to be paid an indemnified party by an indemnifying party pursuant to this Paragraph 6 for losses, liabilities, claims, damages and other expenses shall be paid as incurred; provided, however, that amounts to be paid shall be returned to the indemnifying party in the event that it is ultimately determined that the indemnified party was not entitled to such payment. (e) The Underwriters severally shall confirm in the related Underwriting Agreement any information or statements with respect to the public offering of the Offered Securities furnished to the Company by or on behalf of the Underwriters for use in the Registration Statement and the Prospectus. (f) The indemnity and contribution agreements contained in this Paragraph 6 and Paragraph 7 and the representations, warranties and agreements of the Company in Paragraphs 1 and 5 shall survive the delivery of the Offered Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 7. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Paragraph 6 is for any reason held to be unavailable to an Underwriter other than in accordance with its terms, the Company and the Underwriters of each offering of Securities and/or Warrants shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and one or more of such Underwriters with respect to Securities and/or Warrants sold to or through such Underwriters in such proportions that such Underwriters are responsible for that portion represented by the percentage that the total commissions and underwriter discounts received by such Underwriters to the date of such liability bears to the total sales price received by the Company from the sale of Securities and/or warrants made to or through such Underwriters to the date of such liability, and -13- 14 the Company is responsible for the balance. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if an Underwriter failed to give the notice required under Paragraph 6(c), then the Company and the Underwriter involved shall contribute to such aggregate losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect not only the percentage described in the immediately preceding sentence but also the relative fault of the Company and such Underwriter in connection with the statements or omissions which resulted in such liabilities, claims, damages and expenses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Paragraph 7 were determined pro rata (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Paragraph 7. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled under this Paragraph 7 to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Paragraph, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company. Any amounts to be paid a party pursuant to this Paragraph 7 for losses, liabilities, claims, damages and other expenses shall be paid as incurred; provided, however, that amounts to be paid shall be returned to the paying party in the event that it is ultimately determined that the party that received payment was not entitled to such payment. 8. The obligations of the Underwriters under this Agreement may be terminated by the Representatives, in their absolute discretion, by notice given to and received by the Company at any time prior to delivery of and payment for any Offered Securities, (i) if there has been, since the respective dates as of which information is given in the Registration Statement, except as set forth in or contemplated by the Registration Statement or Prospectus as of the date of the -14- 15 Underwriting Agreement, any material change in the liabilities or obligations of the Company or the Bank or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank, (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Representatives' judgment, impracticable to market the Securities or enforce contracts for the sale of the Securities, (iii) if trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York State Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or (iv) if the rating assigned by Moody's Investors Service, Inc. or Standard & Poor's Corporation to any debt securities of the Company as of the date of this Agreement shall have been lowered since that time or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" for possible downgrading. 9. The respective obligations of the Underwriters under this Agreement are subject to the accuracy, on the date this Agreement is executed and on the Delivery Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) At or before the Delivery Date, no stop order suspending the effectiveness of the Registration Statement nor any order directed to any document incorporated by reference in the Prospectus or to any Incorporated Documents shall have been issued, and prior to that time no stop order proceeding shall have been initiated or threatened by the Commission and no challenge by the Commission shall have been made to the accuracy or adequacy of any document incorporated by reference in the Prospectus or to any Incorporated Document; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with; and the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus without the consent of the Representatives. -15- 16 (b) No Underwriter shall have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement or the Prospectus or any Incorporated Document or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statement therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Indenture, any Warrant Agreement and the Offered Securities, and the form of the Registration Statement and the Prospectus and any Incorporated Document, other than financial statements and other financial data, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Counsel to the Company shall have furnished to the Representatives their opinion in form and substance satisfactory to the Representatives addressed to the Underwriters and dated the Delivery Date to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, has the authority (corporate and other) to own its properties and to conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) The Bank has been duly organized and is validly existing under the laws of the United States of America and has the authority (corporate and other) to conduct operations as a national banking association and in all material respects to conduct its business as described in the Prospectus; (iii) All the outstanding shares of capital stock of the Bank have been duly authorized and are validly issued and are owned by the Company, free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, except as described in Paragraph 1(f) above; -16- 17 (iv) This Agreement and the Delayed Delivery Contracts, if any, have been duly executed and delivered by the Company; (v) The Indenture and any Warrant Agreement have been validly authorized by the Company and duly executed and delivered by the Company; the Indenture has been duly qualified under the Trust Indenture Act; and, assuming due authorization, execution and delivery, in the case of the Indenture, by the Trustee, and in the case of any Warrant Agreement, by the Warrant Agent, each of the Indenture and any Warrant Agreement constitutes a valid and legally binding instrument of the Company, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceedings in equity or at law; (vi) The Offered Securities have been duly authorized and, assuming due authorization, execution and delivery, in the case of the Indenture, by the Trustee, and in the case of any Warrant Agreement, by the Warrant Agent, the Offered Securities, when executed and authenticated in accordance with the provisions of the Indenture, in the case of Securities, and with the provisions of any Warrant Agreement, in the case of Warrants, and delivered to and paid for by the Underwriters pursuant to this Agreement or delivered to and paid for by the purchasers thereof pursuant to the Delayed Delivery Contracts, as the case may be, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture or the Warrant Agreement, as the case may be, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceedings in equity or at law; provided that such counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of the United States; (vii) The Offered Securities, any Warrant Agreement and the Indenture conform to the descriptions thereof in the Registration Statement and the Prospectus; -17- 18 (viii) The Warrant Securities, if any, have been duly authorized for issuance and sale upon the exercise of the Warrants, and, when issued, authenticated and delivered pursuant to the terms and provisions of the Indenture against payment of the exercise price in accordance with the terms of the Warrant Agreement, the Warrant Securities will be valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles, and except further as enforcement thereof may be limited by requirements that a claim (or a foreign currency judgment in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and will be entitled to the benefits of the Indenture; and the form of Warrant Securities, if any, conforms in all material respects to the description thereof in the Prospectus; (ix) No approval of any public regulatory body, state or federal (except under state securities or blue sky statutes, as to which such counsel need not express an opinion), other than those approvals that have been obtained, is required for the valid execution, delivery and performance by the Company of this Agreement; (x) The execution, delivery and performance of this Agreement and the Delayed Delivery Contracts, if any, have been authorized by all requisite corporate action by the Company; (xi) The execution, delivery and performance of this Agreement and the Delayed Delivery Contracts, if any, the Indenture and any Warrant Agreement and Securities or Warrants issued in accordance with the Indenture, any Warrant Agreement and this Agreement and compliance by the Company with the provisions of the Indenture, any Warrant Agreement and the Offered Securities will not result in a material breach of any of the provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of, any agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound, and will not result in a violation of the provisions of the certificate of incorporation or -18- 19 by-laws of the Company, or any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Company or any of its subsidiaries; (xii) The Registration Statement has become effective under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Act; no order directed to any document incorporated by reference in the Prospectus or to any Incorporated Document has been issued, and, to the best of the knowledge of such counsel, no challenge has been made to the accuracy or adequacy of any such document; the Registration Statement and the Prospectus (other than the financial statements and other financial data included therein, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission under said Act; the documents incorporated by reference in the Prospectus and the Incorporated Documents which have been filed prior to the Delivery Date (except that no opinion need be expressed as to the financial statements and other financial data contained therein) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and nothing has come to the attention of such counsel that would lead them to believe that either such Registration Statement at the time it became effective, or if an amendment to the Registration Statement or an annual report on Form 10-K has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time of the most recent such filing (other than the financial statements and other financial data included therein, as to which no opinion need be expressed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented, at the date of the Underwriting Agreement or at the Delivery Date (other than the financial statements and other financial data included in such Prospectus, as to which no opinion need be expressed), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to -19- 20 be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xiii) To the best of the knowledge of such counsel, there are no contracts or other documents required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations, or which were required to be filed as exhibits to any document incorporated by reference in the Prospectus by the Exchange Act or the rules or regulations of the Commission thereunder, which have not been so filed or so incorporated by reference as exhibits thereto; the descriptions in the Registration Statement and Prospectus of the contracts and other documents therein described and filed with the Registration Statement are accurate in all material respects and fairly present the information required to be shown; and to the best of the knowledge of such counsel there are no legal or governmental proceedings pending or threatened against the Company or any of its subsidiaries of a character required to be disclosed in the Prospectus which have not been adequately disclosed therein; (xiv) The statements made in the Prospectus under the captions "Description of Debt Securities" and "Description of (Title of Offered Securities)", insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; and (xv) The opinion, if any, of such counsel filed as Exhibit 8 to the Registration Statement is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them, and such counsel has reviewed the statements, if any, contained in the Prospectus under the caption "United States Taxation", and such statements, insofar as they describe federal statutes, rules and regulations, constitute a fair summary thereof. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form satisfactory to counsel for the Underwriters and in substance satisfactory to the Representatives. (e) The opinion or opinions of counsel to the Underwriters shall have been furnished to the Representatives, -20- 21 relating to the incorporation of the Company, the validity of the Offered Securities, the Indenture, the Registration Statement, the Prospectus, this Agreement, any Warrant Agreement and such other matters as the Underwriters may reasonably request. (f) There shall not have occurred, since the respective dates as of which information is given in the Registration Statement and the Prospectus, in which case as then amended and supplemented, except as set forth in or contemplated by the Registration Statement and the Prospectus, any material change in the liabilities or obligations of the Company or the Bank or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank; no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and not suspended or, to the knowledge of the Company or any Representative, shall be contemplated by the Commission; and at the Delivery Date, each Representative shall have received a certificate of the Company's Executive Vice President and Chief Financial Officer or Senior Vice President and Controller or Treasurer or a Vice President assigned to the Controller's Department, dated as of the Delivery Date, and the Representatives shall have received a certificate dated as of the Delivery Date, in each case to the effect (i) that there has been no such material adverse change, (ii) that the other representations and warranties of the Company contained in Paragraph 1 hereof are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, and (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (g) At the time this Agreement is executed and at the Delivery Date, Price Waterhouse shall have furnished to the Representatives a letter or letters, dated respectively as of the date this Agreement is executed and as of the Delivery Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations of the Commission thereunder, and stating, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five business days prior to the date of each such letter), the conclusions and findings of -21- 22 such firm as to such financial information and other matters as the Representatives shall reasonably request, and, in the case of the letter dated as of the Delivery Date, confirming in all material respects the conclusions and findings set forth in the letter dated as of the date this Agreement is executed. 10. If the Company shall fail to tender the Underwritten Securities on the Delivery Date or if the Underwriters shall for any reason permitted under this Agreement (other than pursuant to Paragraphs 3 and 7) decline to purchase the Underwritten Securities, the sole liability of the Company to the several Underwriters will be to reimburse the several Underwriters up to a reasonable amount for the fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been incurred by them in connection with this Agreement and the proposed purchase of the Underwritten Securities and the solicitation of purchases of the Delayed Delivery Securities, and upon demand the Company will pay the full amount thereof to the Representatives. The Company will not be obligated to reimburse the several Underwriters on account of any such expenses if this Agreement shall be terminated for the reasons set forth in Paragraph 3. 11. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Representatives. Any notice by the Company to the Underwriters shall be sufficient if given in writing or by telegraph addressed to the Representatives at the address furnished to the Company and any notice by the Underwriters to the Company shall be sufficient if given by the Representatives in writing or by telegraph addressed to the Company at 1 Chase Manhattan Plaza, New York, New York 10081, Attention of the Secretary. 12. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors. Nothing in this Agreement is intended or shall be construed to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein, this Agreement and the terms and provisions hereof being for the sole benefit of only those mentioned persons; except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Act, and (b) the indemnity agreement of the Underwriters contained in Paragraph 6 of this Agreement shall be deemed to be for the benefit of directors of the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company. -22- 23 Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Paragraph, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 13. For purposes of this Agreement, (a) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading, and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations. 14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. -23- 24 EXHIBIT A (Three copies of this Delayed Delivery Contract should be signed and returned to the address shown below so as to arrive not later than __ :00 A.M., New York time, on __________________ _______ , 19__ .) DELAYED DELIVERY CONTRACT (Insert date of offering of Securities to be sold) THE CHASE MANHATTAN CORPORATION c/o (Insert name and address of Agent) Attention: Gentlemen: The undersigned hereby agrees to purchase from The Chase Manhattan Corporation, a Delaware corporation (the "Company"), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on __________ (the "Delivery Date"), $_____________ principal amount of the Company's _____ _______________ (hereinafter called "Securities"), offered by the Company's Prospectus relating thereto, receipt of a copy of which is hereby acknowledged, at _______ % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). Payment for the Securities which the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company or its order in immediately available funds in New York, New York, at 10:00 A.M., New York City time, at the offices of the Company, 1 Chase Manhattan Plaza, New York, New York 10081, on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication address to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the condition that investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject. A-1 25 The undersigned represents that its investment in such Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after receipt of a request therefor from the undersigned, the Company will mail or deliver to the undersigned at its address set forth below a copy of the opinion of counsel for the Company delivered to the Company's agents in connection with the offering of the Securities to the public through such events. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This Contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance of any such Contract (including this Contract) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, _____________________________ (Name of Buyer) By___________________________ _____________________________ (Name and Title of Signatory) _____________________________ _____________________________ (Address of Buyer) Accepted, as of the date first above written THE CHASE MANHATTAN CORPORATION By_____________________________ Name: Title: A-2 EX-1.4 4 FORM OF MED. TERM NOTE, SERIES C DISTRIBUTION AGMT 1 EXHIBIT 1.4 $200,000,000 THE CHASE MANHATTAN CORPORATION SENIOR/SUBORDINATED MEDIUM-TERM NOTES SERIES C DUE FROM NINE MONTHS FROM DATE OF ISSUE DISTRIBUTION AGREEMENT August --, 1994 Chase Securities, Inc. One Chase Manhattan Plaza New York, NY 10081 Smith Barney Inc. 1345 Avenue of the Americas New York, NY 10105 Ladies and Gentlemen: The Chase Manhattan Corporation, a Delaware corporation (the "Company"), confirms its agreement with you (each of you being hereinafter referred to as an "Agent" and collectively, with any other agents appointed hereunder, as the "Agents") with respect to the issue and sale by the Company of its Medium-Term Notes, Series C registered under the Registration Statement referred to below (any such Medium-Term Notes being hereinafter referred to as the "Securities") in an aggregate amount not to exceed $200,000,000 subject to reduction in such amounts as the Company may from time to time advise the Agents. This Agreement provides both for the sale of Securities by the Company to the Agents, as principal for resale to investors and other purchasers and for the sale of Securities by the Company to investors as may from time to time be agreed to by the Company and an Agent, in which case the relevant Agent will act as an agent of the Company in soliciting purchases of the Securities. The Securities may be issued as senior indebtedness (the "Senior Notes") or as subordinated indebtedness (the "Subordinated Notes") of the Company. The Senior Notes are to be issued as a series under an Indenture, dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990 and a Second Supplemental Indenture, dated as of May 1, 1991 (said Indenture as so supplemented, the "Senior Indenture"), between the Company and Bankers Trust Company, as trustee (the "Senior Trustee") and the Subordinated Notes are to be issued as a series 2 under an Amended and Restated Indenture, dated as of September 1, 1994, (the "Subordinated Indenture", and together with the Senior Indenture, the "Indentures"), between the Company and Chemical Bank, as trustee (the "Subordinated Trustee", and together with the Senior Trustee, the "Trustees"). Subject to the terms and conditions stated herein, and subject to the Company's right to sell Securities other than as contemplated by Section 2(a), (b) or (c) of this Agreement including the Company's right to sell Securities directly to investors on its own behalf, the Company hereby (i) agrees to sell Securities directly to an Agent as principal for resale to others in accordance with the provisions of Section 2(a) hereof and (ii) if agreed to by an Agent and the Company, to sell Securities through an Agent, acting solely as agent for the Company, in accordance with the provisions of Section 2(b) hereof. The Company may from time to time offer other series of Medium-Term Notes through other agents in which case the commissions to be paid to such other agents may vary from those set forth in Schedule A. The Company may from time to time appoint one or more additional persons as agents for soliciting offers to purchase the Securities from the Company by appointing such additional agents as Agents hereunder or by entering into distribution agreements substantially similar to this Agreement, provided that the commissions to be paid to agents party to any such agreement shall be identical to those set forth in Schedule A hereof or otherwise agreed upon hereunder (except in the case of sales of Securities made to any such agent as principal). The Company will notify you prior to making any such appointment. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 33- ) (such registration statement also constitutes post-effective amendment no. 1 to registration statement no. 33-58144 and post-effective amendment no. 1 to registration statement no. 33-51044), relating to the Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933 (the "1933 Act"). Such registration statement has been declared effective by the Commission, and each Indenture has been qualified under the Trust Indenture Act of 1939 (the "1939 Act"). Such registration statement and the prospectus, in the form most recently filed pursuant to Rule 424 under the 1933 Act, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus", respectively. SECTION 1. Representations and Warranties. (a) The Company represents and warrants to each Agent as of the date 2 3 hereof, as of the Closing Time and each Settlement Date hereinafter referred to, and as of the times referred to in Sections 6(a) and 6(b) hereof (in each case the "Representation Date"), as follows: (i) The Registration Statement and the Prospectus, at the times the Registration Statement became effective, complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act, and the rules and regulations thereunder (the "Regulations") and the 1939 Act. The Registration Statement, at the times the Registration Statement became effective did not, and as of the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the times the Registration Statement became effective did not, and as of the applicable Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by such Agent expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which shall constitute the Statements of Eligibility under the 1939 Act (Form T-1) of the Senior Trustee and the Subordinated Trustee. (ii) The documents incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations thereunder (the "1934 Act Regulations"), and, when read together and with the other information in the Prospectus, at the time the Registration Statement became, and any amendments thereto become, effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. (iii) The consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as at 3 4 the dates indicated and the consolidated results of their operations for the periods specified; and except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. (iv) Except as set forth in or contemplated by the Registration Statement and the Prospectus, since the respective dates as of which information is given in the Registration Statement and Prospectus, there has not been any material transaction not entered into in the ordinary course of business by the Company or The Chase Manhattan Bank, N.A. (the "Bank"), any material change in the liabilities or obligations (direct or contingent) of the Company or the Bank, or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank. (v) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956; and the Bank has been duly organized and is validly existing as a national banking association in good standing under the laws of the United States of America. (vi) The Company and the Bank have the power and authority (corporate and other) to own their properties and to conduct their respective businesses in all material respects as described in the Prospectus; and all of the issued and outstanding shares of capital stock of the Bank have been duly authorized and are validly issued and outstanding and are owned by the Company free and clear of all liens, encumbrances, security interests and claims, except for existing or future restrictions on the disposition or encumbrance by the Company of the capital stock of the Bank contained in the Indentures or in other indentures, guarantees or evidences of indebtedness of the Company. (vii) Except as set forth in or contemplated by the Registration Statement and the Prospectus, the Company and the Bank hold all material licenses, certificates, permits and authorizations from governmental authorities deemed by the Company to be reasonably necessary for the conduct of their present operations. (viii) The accountants whose reports are incorporated by reference in the Prospectus are certified public accountants and are independent public accountants as required by the 1933 Act and the Regulations. 4 5 (ix) Except as referred to in the Registration Statement and the Prospectus, there is no material litigation or governmental proceeding pending or, to the knowledge of the Company, threatened against or involving the Company or the Bank which would be likely to result in any material adverse change in the financial position of the Company or the Bank. (x) Neither the Company nor the Bank is in violation in any material respect of its certificate of incorporation or Articles of Association, as the case may be, or by-laws, or in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note or any other evidence of its indebtedness or any related loan agreement, note purchase agreement or indenture by which the Company or the Bank is bound. The execution, delivery and performance of this Agreement and each Indenture, and each applicable Delayed Delivery Contract (as defined in Section 2(c)), if any, and compliance by the Company with the provisions of each Indenture and the Securities will not conflict with, or constitute a breach of, or a default under, any material agreement, indenture or other instrument by which the Company or the Bank is bound, or any applicable law, administrative regulation or court decree, violation of which would have a material adverse effect on the operations of the Company or the Bank, or result in the creation or imposition of any material lien, charge or encumbrance upon any of the property or assets of the Company or the Bank, and will not result in a violation of the provisions of the certificate of incorporation or Articles of Association, as the case may be, or by-laws of the Company or the Bank. (xi) There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the regulations or which were, or hereafter are, required to be filed as exhibits to any document incorporated by reference in the Prospectus by the 1934 Act or the 1934 Act Regulations, which have not been, or will not be, filed as exhibits to the Registration Statement or to such document incorporated by reference in the Prospectus as permitted by the Regulations or the 1934 Act Regulations, as the case may be. (xii) Each Indenture has been validly authorized and duly executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company, enforceable in accordance with its terms; the Securities will have been validly authorized prior to issuance thereof; upon payment of the consideration therefor specified in the Prospectus or agreed upon pursuant to the provisions of this 5 6 Agreement or any applicable Delayed Delivery Contract, as the case may be, the Securities will be validly issued and outstanding, and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms; the Securities will be entitled to the benefits of the applicable Indenture; and the Securities and each Indenture will conform to the descriptions thereof contained in the Registration Statement and the Prospectus. (xiii) Since the end of its latest fiscal year, the Company has timely filed all documents and amendments to previously filed documents required to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act. The documents incorporated by reference in the Prospectus, at the time they were filed with the Commission, were timely filed as required thereby. Copies of each of the documents incorporated by reference in the Prospectus have been delivered by the Company to the Agents. (xiv) The Company has complied with all the provisions of Section 517.075 of the Florida Statutes, and all rules and regulations promulgated thereunder, relating to issuers doing business in Cuba. (b) Any certificate signed by any officer of the Company and delivered to any Agent or to its counsel in connection with an offering of Securities shall be deemed a representation and warranty by the Company to such Agent as to the matters covered thereby. SECTION 2. Purchases as Principal; Solicitations as Agent. (a) Purchases as Principal. Unless otherwise agreed by an Agent and the Company, Securities shall be purchased by an Agent as principal. Each sale of Securities to an Agent as principal shall be made in accordance with the terms agreed upon by an Agent and the Company, which terms shall be agreed upon orally, with written confirmation prepared by such Agent and mailed to the Company. Each such written confirmation shall specify the principal amount and terms of the Securities to be purchased by the relevant Agent and the time and place of delivery of and payment for such Securities (the "Settlement Date"), and such other information (as applicable) as is set forth in Exhibit A hereto. Unless otherwise agreed upon by an Agent and the Company, the Company agrees to pay the Agent the applicable commission, in the form of a discount, set forth in Schedule A hereto or otherwise agreed upon between the Agents and the Company from time to time. An Agent's commitment to purchase Securities as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. At the time of each purchase of Securities by an 6 7 Agent as principal, such Agent and the Company shall agree on any requirements for stand-off, officer's certificate, opinion of counsel and letters from Price Waterhouse or other independent public accountants of the Company pursuant to Section 3(k), 6(b), 6(c) and 6(d), respectively, hereof. (b) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and an Agent, such Agent will use its best efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus. Upon request, the Company will inform any Agent of the remaining amount of Securities which may be sold pursuant to the Registration Statement. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Securities commencing at any time for any definite or indefinite period of time or permanently. Upon receipt of instructions from the Company, each of you will forthwith suspend solicitation of offers to purchase from the Company until advised by the Company that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount, equal to the percentage of the principal amount of each Security sold by the Company as a result of a solicitation made by such Agent, as agent for the Company, as set forth in Schedule A hereto or as otherwise agreed upon between the Agents and the Company from time to time; provided, however, in the event that any Security shall be sold by the Company at a price to the investor which shall be less than the principal amount thereof, such commission shall be equal to the applicable percentage of the principal amount set forth in Schedule A hereto or otherwise agreed upon between the Agents and the Company from time to time multiplied by such price to the investor. Each Agent, when acting in the capacity as agent for the Company, is authorized to solicit orders for the Securities with terms specified to such Agent from time to time by the Company. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as agent. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Each Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. 7 8 (c) Delayed Delivery. The Company authorizes the Agents to solicit offers to purchase Securities pursuant to delayed delivery contracts (the "Contract Securities") substantially in the form of Exhibit B attached hereto ("Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Upon execution of a Delayed Delivery Contract by the Company, the Company will pay the Agent that arranged such contract as compensation the fee set forth in Schedule A hereto in respect of the principal amount of Contract Securities purchased as a result of solicitations made, or offers received, by such Agent; provided, however, that if no sale of Securities pursuant to such contract is consummated, such Agent shall repay such fee to the Company. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Agents have been approved by the Company. The Agents will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. (d) Procedures. Administrative procedures respecting the sale of Securities shall be agreed upon from time to time by the Agents and the Company (the "Procedures"). The Agents, severally and not jointly, and the Company agree to perform on and after the Closing Time (as defined below) the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (e) Delivery. The documents required to be delivered pursuant to Section 5 hereof shall be delivered at the offices of the Company, One Chase Manhattan Plaza, New York, New York, 10081, at 1:00 P.M., New York City time, on or prior to the date on which the first supplement to the Prospectus relating to the Securities is filed with the Commission, which date and time may be postponed by agreement between the Company and the Agents (the time and date of such delivery being hereinafter called the "Closing Time"). (f) Sale of Securities. No Security which the Company has agreed to sell pursuant to Section 2(b) of this Agreement shall be deemed to have been purchased and paid for, or sold, by the Company until such Security shall have been delivered to the purchaser thereof against payment by such purchaser. (g) Manner of Sale. Agents may sell Securities to or through other broker-dealers, and such other broker-dealers may receive compensation in the form of underwriting discounts, concessions, or commissions from the Agents and/or commissions from the purchasers of Securities for whom they may act as agent. 8 9 Section 3. Covenants of the Company. The Company covenants with each Agent as follows: (a) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the Regulations, immediate notice shall be given, and confirmed in writing, to each Agent to cease the solicitation of offers to purchase the Securities in its capacity as Agent and to cease sales of any Securities it may then own as principal, and the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirement. (b) On or prior to the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall furnish such information to each Agent, confirmed in writing, and shall cause the Prospectus to be amended or supplemented to include or incorporate by reference financial information with respect to the results of operations of the Company for the period between the end of the preceding fiscal year and the end of such quarter or for such fiscal year, as the case may be, and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and explanations as shall be necessary for an understanding of such financial information or as shall be required by the 1933 Act or the Regulations; provided, however, that if on the date of such release the Agents shall have suspended solicitation of offers to purchase the Securities in their capacity as agent for the Company pursuant to a request from the Company, and shall not then hold any Securities as principal, the Company shall not be obligated so to amend or supplement the Prospectus until such time as the Company shall determine that solicitation of offers to purchase the Securities should be resumed or shall subsequently agree to sell Securities to an Agent as principal. 9 10 (c) On or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the Regulations; provided, however, that if on the date of such release the Agents shall have suspended solicitation of offers to purchase the Securities in their capacity as agent for the Company pursuant to a request from the Company, and shall not then hold any Securities as principal, the Company shall not be obligated so to amend or supplement the Prospectus until such time as the Company shall determine that solicitation of offers to purchase the Securities should be resumed or shall subsequently agree to sell Securities to an Agent as principal. (d) The Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of each of the first three fiscal quarters of each fiscal year and 90 days after the close of each fiscal year, earnings statements (in form complying with the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the fiscal quarter next following the period beginning not later than the effective date of the Registration Statement (as defined in Rule 158) with respect to each sale of Securities. (e) The Company will give each Agent notice of (i) its intention to file any amendment to the Registration Statement or any amendment or supplement (other than a "pricing" supplement) to the Prospectus pursuant to the 1933 Act or (ii) the initial press release relating to earnings results for any fiscal period or to significant corporate developments during any period during which solicitations of offers to purchase Securities has not been suspended pursuant to Section 2(b) hereof. The Company will promptly notify each Agent of any such amendment, supplement or release, and will make available to each Agent copies of documents, including documents filed pursuant to the 1934 Act incorporated by reference, so filed promptly upon the filing thereof. (f) The Company will notify each Agent immediately (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission 10 11 for filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (g) The Company will deliver to each Agent as many signed and conformed copies of the registration statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as it may reasonably request. The Company will furnish to each Agent as many copies of the Prospectus (as amended or supplemented) as it shall reasonably request so long as it is required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Securities. (h) The Company will furnish to each Agent, at the earliest time the Company makes the same available to others, copies of its annual reports and other financial reports furnished or made available to the public generally. (i) The Company will use its best efforts, in cooperation with the Agents, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided. (j) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will use its best efforts to file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will notify the Agents immediately of any failure to file promptly any such documents. In addition, on or prior to the date on which the Company makes any announcement to the general public concerning any event not referred to in 11 12 subsection (b) or (c) of this Section which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company shall furnish the information contained or to be contained in such announcement to each Agent, confirmed in writing. The Company also will furnish each Agent with copies of all other press releases or announcements to the general public, if the information contained therein could reasonably be construed to be material to the offering of the Securities. (k) Any other provision of this Agreement notwithstanding, if specified by the Agent in connection with a purchase by it of Securities as principal, between the date of the agreement to purchase such Securities and the Settlement Date, the Company will not, without the prior consent of such Agent, offer or sell in the United States, or enter into any agreement to sell in the United States, any debt securities of the Company with terms substantially similar to those of the Securities that are to be sold pursuant to such agreement (other than such Securities). SECTION 4. Payment of Expenses. The Company will pay the following expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the registration statement and all amendments thereto, (ii) the preparation, issuance and delivery of the Securities, (iii) the fees and disbursements of the Company's accountants and of the Trustee and its counsel, (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(i), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey, (v) the printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, and of the Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Agents of copies of each Indenture and any Blue Sky Survey and any Legal Investment Survey, (vii) any fees charged by rating agencies for the rating of the Securities, and (viii) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. The Company shall also reimburse the Agents for the reasonable fees and disbursements of counsel for the Agents, advertising expenses authorized by the Company and other reasonable out-of-pocket expenses. SECTION 5. Conditions of Obligations. The obligations of each Agent to purchase Securities as principal and to solicit offers to purchase the Securities as agent of the Company will be 12 13 subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) At Closing Time and at each Settlement Date (if required in connection with the purchase of Securities by an Agent as principal), each Agent (or, if an Agent is purchasing Securities as principal, such Agent) shall have received: (1) The opinion or opinions, dated as of such time, of Robert B. Adams, Esq., Senior Vice President and Deputy General Counsel of the Company, or other counsel satisfactory to the Agents receiving such opinion, in form and substance satisfactory to such Agent, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, has the power and authority (corporate and other) to own its properties and to conduct its business as described in the Prospectus, as then amended and supplemented, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956; (ii) The Bank has been duly organized and is validly existing as a national banking association in good standing under the laws of the United States of America and has the power and authority (corporate and other) to own its properties and to conduct operations as a national banking association and in all material respects to conduct its business as described in the Prospectus, as then amended and supplemented; (iii) All the outstanding shares of capital stock of the Bank have been duly authorized and are validly issued and are owned by the Company, free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, except as described in Section 1(a)(vi) above; (iv) This Agreement and any applicable Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; 13 14 (v) Each Indenture has been validly authorized by the Company and duly executed and delivered by the Company; each Indenture has been duly qualified under the 1939 Act and, assuming due authorization, execution and delivery of each Indenture by the applicable Trustee, constitutes a valid and binding instrument of the Company, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; and each Indenture conforms to the description thereof in the Prospectus, as then amended and supplemented; (vi) The Securities of any series established on or prior to the date of such opinion have been validly authorized and, assuming due authorization, execution and delivery of the applicable Indenture, as then amended and supplemented, by the applicable Trustee, each Security of such series, when the terms of such Security have been established in accordance with such Indenture and so as not to violate any relevant law or agreement and such Security has been executed and authenticated in accordance with the provisions of such Indenture and delivered against payment of the consideration therefor in accordance with this Agreement or any Delayed Delivery Contract, will constitute a valid and binding obligation of the Company, except to the extent that enforcement of such Security may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law, and such Security will be entitled to the benefits of such Indenture; and such Security will conform to the description thereof in the Prospectus, as then amended and supplemented; (vii) No approval of any public regulatory body, state or federal (except under state securities or blue sky statutes, as to which such counsel need not express an opinion), other than those approvals that have been obtained, is required for the valid execution, delivery and performance by the Company of this Agreement or any Delayed Delivery Contract; (viii) The execution and delivery of this Agreement, the execution, delivery and performance of any applicable Delayed Delivery Contracts, each Indenture 14 15 and Securities issued in accordance with each Indenture and this Agreement or any Delayed Delivery Contract, and compliance by the Company with the provisions of each Indenture and such Securities, will not result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound, and will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company, or any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Company or any of its subsidiaries; (ix) The Registration Statement has become effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or if issued has not been lifted and no proceedings for that purpose have been instituted or if instituted have not been suspended or are pending or are contemplated under the 1933 Act; no order directed to any document incorporated by reference in the Prospectus or any amendment or supplement thereto has been issued or if issued remains in effect, and, to the best of the knowledge of such counsel, no challenge has been made to the accuracy or adequacy of any such document or if made has not been withdrawn or satisfied; the Registration Statement and the Prospectus (other than the financial statements and other financial data included therein, as to which no opinion need be expressed), in each case as then amended or supplemented, comply as to form in all material respects with the requirements of the 1933 Act, the 1939 Act and the applicable regulations under each of those Acts; the documents incorporated by reference in the Prospectus which have been filed prior to the Closing Time or Settlement Date, as the case may be (except that no opinion need be expressed as to the financial statements and other financial data contained therein), at the time of filing thereof complied as to form in all material respects with the then applicable requirements of the 1934 Act and the 1934 Act Regulations; and nothing has come to the attention of such counsel that would lead him to believe either that such Registration Statement, at the time it became effective, or if an amendment to the Registration Statement or an annual report on Form 10-K has been filed by the Company with the Commission subsequent to 15 16 the effectiveness of the Registration Statement, then at the time of the most recent such filing (other than the financial statements and other financial data included in any such Registration Statement, amendment or annual report, as to which no opinion need be expressed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented at the Closing Time or the Settlement Date, as the case may be (other than the financial statements and other financial data included in such Prospectus, as to which no opinion need be expressed), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (x) To the best of the knowledge of such counsel, there are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or by the Regulations, or which were required to be filed as exhibits to any document incorporated by reference in the Prospectus by the 1934 Act or the 1934 Act Regulations which have not been so filed or so incorporated by reference as exhibits thereto; the descriptions in the Registration Statement and Prospectus, in each case as then amended and supplemented, of the contracts and other documents therein described and filed with the Registration Statement, as then amended and supplemented, are accurate in all material respects and fairly present the information required to be shown; and to the best of the knowledge of such counsel there are no legal or governmental proceedings pending or threatened against the Company or any of its subsidiaries of a character required to be disclosed in the Prospectus, as then amended and supplemented, which have not been adequately disclosed therein; and (xi) The statements made in the Prospectus, as then amended and supplemented, under the captions "Description of Debt Securities", "Description of Notes", "Plan of Distribution", and "Plan of Distribution of Notes", insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3. 16 17 In rendering such opinion such counsel shall be entitled to limit the matters covered thereby to matters involving the laws of the United States and the State of New York and the General Corporation Law of the State of Delaware. (2) The opinion or opinions of counsel to the Agents, relating to the incorporation of the Company, the validity of the Securities, the Indentures, the Registration Statement, the Prospectus, this Agreement and such other matters as the Agent or Agents receiving such opinion may reasonably request. (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus (or, in the case of any agreement by an Agent to purchase Securities as principal, since the date of such agreement), there shall not have occurred any material change in the liabilities or obligations of the Company or the Bank or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank; no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and not suspended or, to the knowledge of the Company or any Agent, shall be contemplated by the Commission; and at Closing Time and at each Settlement Date, each Agent (or, in the case of any agreement by an Agent to purchase Securities as principal, such Agent) shall have received a certificate of the Company's Executive Vice President and Chief Financial Officer or Senior Vice President and Controller or Treasurer or a Vice President assigned to the Controller's Department, dated as of the Closing Time or the Settlement Date, in each case to the effect (i) that there has been no such material adverse change, (ii) that the other representations and warranties of the Company contained in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, and (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (c) At Closing Time and at each Settlement Date (if required in connection with the purchase of Securities by an Agent as principal), each Agent (or, if an Agent is purchasing Securities as principal, such Agent) shall have received from Price Waterhouse or other independent public accountants of the Company, a letter, dated as of the Closing Time or such 17 18 Settlement Date in form and substance satisfactory to such Agent as agreed upon between the Company and such Agent. (d) At the Closing Time and at each Settlement Date, counsel for the Agents shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Agents and their counsel. The obligations of an Agent to purchase Securities as principal will be subject to the provisions of Section 11 and the following further condition: there shall not have come to the attention of the Agent obligated to purchase such Securities any facts that would reasonably cause it to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. If any condition specified in this Section shall not have been fulfilled, this Agreement (or, at the option of an Agent, any applicable agreement by such Agent to purchase Securities as principal) may be terminated insofar as it applies to an Agent by notice to the Company at any time at or prior to the Closing Time or applicable Settlement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect. SECTION 6. Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by it of an offer for the purchase of Securities (whether to an Agent as principal or through an Agent as Agent) shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties 18 19 will be true and correct at the time of delivery to the purchaser or his agent, or such Agent, as the case may be, of the relevant Securities as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time). (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement relating solely to the terms of Securities, or a change in the principal amount of Securities to be sold, or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus, or, if required in connection with the purchase of Securities by an Agent as principal, the Company shall furnish or cause to be furnished to the Agents (or, if such certificate is being furnished in connection with the purchase of Securities by an Agent as principal, to such Agent) forthwith a certificate in form satisfactory to the Agents (or, if such certificate is being furnished in connection with the purchase of Securities by an Agent as principal, to such Agent) to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; provided, however, that no such certificate shall be required upon the filing of a Current Report on Form 8-K (x) containing only information concerning quarterly earnings which has been announced to the general public or (y) containing solely exhibits relating to an offering of securities other than the Securities; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement relating solely to the terms of Securities, or a change in the principal amount of Securities to be sold, or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (except for a filing of a Current Report on Form 8-K (x) containing only information concerning quarterly earnings which has been announced to the general 19 20 public or (y) containing solely exhibits relating to an offering of securities other than the Securities) or, if required in connection with the purchase of Securities by an Agent as principal, the Company shall furnish or cause to be furnished forthwith to the Agents (or, if such certificate is being furnished in connection with the purchase of Securities by an Agent as principal, to such Agent) and the counsel for the Agents a written opinion of Robert B. Adams, Esq., Senior Vice President and Deputy General Counsel of the Company, or other counsel satisfactory to the Agents receiving such opinion, dated the date of delivery of such opinion, in form satisfactory to the Agents receiving such opinion, of the same tenor as the opinion referred to in Section 5(a)(1) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish to the Agent or Agents entitled to receive such opinion a letter to the effect that such Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information (except for a filing of a Current Report on Form 8-K (x) containing only information concerning quarterly earnings which has been announced to the general public or (y) containing solely exhibits relating to an offering of securities other than the Securities) or, if required in connection with the purchase of Securities by an Agent as principal, the Company shall cause Price Waterhouse or other independent public accountants of the Company forthwith to furnish the Agents (or, if such letter is being furnished in connection with the purchase of Securities by an Agent as principal, to such Agent) a letter, dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to the Agent or Agents entitled to receive such letter, of the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Price Waterhouse or such other accountants may limit the scope of such letter 20 21 to the unaudited financial statements included in such amendment or supplement. SECTION 7. Indemnification. (a) The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto); (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by such Agent as aforesaid) if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by such Agent) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by such Agent as aforesaid), to the extent that any such expense is not paid under (i) or (ii) above. 21 22 (b) Each Agent agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, that when more than one Agent is an indemnified party, each Agent shall be entitled to separate counsel in each such jurisdiction to the extent such Agent may have interests conflicting with those of another Agent because of the participation of one Agent in a transaction hereunder in which another Agent did not participate. (d) Any amounts to be paid an indemnified party by an indemnifying party pursuant to this Section 7 for losses, liabilities, claims, damages and other expenses shall be paid as incurred; provided, however, that amounts so paid shall be returned to the indemnifying party in the event that it is ultimately determined that the indemnified party was not entitled to such payment. SECTION 8. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 7 is for any reason held to be unavailable to an Agent other than in accordance with its terms, the Company and such Agent shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Agent with respect to Securities sold to or through such Agent in such proportions that such Agent is responsible for that portion represented by the percentage that 22 23 the total commissions and underwriting discounts received by such Agent to the date of such liability bears to the total sales price received by the Company from the sale of Securities made to or through such Agent to the date of such liability, and the Company is responsible for the balance. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if an Agent failed to give the notice required under Section 7(c), then the Company and the Agent involved shall contribute to such aggregate losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect not only the percentage described in the immediately preceding sentence but also the relative fault of the Company and such Agent in connection with the statements or omissions which resulted in such liabilities, claims, damages and expenses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Agent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contributions pursuant to this Section 8 were determined pro rata (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled under this Section 8 to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such Agent, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company. Any amounts to be paid a party pursuant to this Section 8 for losses, liabilities, claims, damages and other expenses shall be paid as incurred; provided, however, that amounts so paid shall be returned to the paying party in the event that it is ultimately determined that the party that received payment was not entitled to such payment. SECTION 9. Status of the Agents. In the event the Company and an Agent agree that an Agent shall act as agent of the Company in soliciting purchases of the Securities from the Company, any such Agent shall be acting solely as agent for the Company and not as principal. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company has 23 24 been solicited or received by such Agent and accepted by the Company but such Agent shall not have any liability to the Company in the event any such purchase is not consummated for any reason. Nothing herein contained shall constitute the Agents an association, joint venture or partnership, with the Company or with each other, or, except as expressly provided in Section 14 hereof with respect to purchases of Securities as principal by more than one Agent, render any Agent liable for the obligation of any other Agent to purchase Securities from the Company. SECTION 10. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any controlling person, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Securities. SECTION 11. Termination. This Agreement (excluding any agreement hereunder by an Agent to purchase Securities as principal) may be terminated with respect to the participation of any party hereto for any reason at any time by such party upon the giving of 30 days' written notice of such termination to the other parties hereto. An Agent may also terminate any agreement hereunder by such Agent to purchase Securities as principal, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto (i) if there has been, since the respective dates as of which information is given in the Registration Statement, except as set forth in or contemplated by the Registration Statement or Prospectus as of the date of such agreement, any material change in the liabilities or obligations of the Company or the Bank or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank, (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in such Agent's judgment, impracticable to market the Securities or enforce contracts for the sale of the Securities, (iii) if trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or (iv) if the rating assigned by Moody's 24 25 Investors Service, Inc. or Standard & Poor's Corporation to any debt securities of the Company as of the time of any agreement by an Agent to purchase Securities as principal shall have been lowered since that time or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" for possible downgrading. In the event of any such termination by any party hereto, no other party will have any liability to such party and such party will not have any liability to any other party hereto, except that (i) in the case of a termination pursuant to the first sentence of this Section 11, the Agents shall be entitled to any commissions earned in accordance with the third paragraph of Section 2(b) hereof, (ii) if at the time of termination (A) the Agents shall own any of the Securities with the intention of reselling them or (B) an offer to purchase any of the Securities has been accepted by the Company but the time of delivery to the purchaser or his agent of the Securities or Securities relating thereto has not occurred, the covenants set forth in Sections 3 and 6 hereof shall remain in effect until such Securities are so resold or delivered, as the case may be, and (iii) the covenant set forth in Section 3(d) hereof, the provisions of Section 4 hereof, the indemnity agreement set forth in Section 7 hereof, the contribution agreement set forth in Section 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect. SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Company shall be directed to it at 1 Chase Manhattan Plaza, New York, New York 10081, Attention of the Secretary, with copies to Arjun K. Mathrani, Executive Vice President and Chief Financial Officer, at the same address; notices to Chase Securities, Inc., shall be directed to it at 1 Chase Manhattan Plaza, 35th Floor, New York, NY 10081 Attention: MTN Department and to Smith Barney Inc. at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105 Attention: Frank W. Hamilton III, Continuously Offered Products Group, or, in the case of any party, to such other address or person as such party shall specify to each other party by a notice given in accordance with the provisions of this Section 12. SECTION 13. Parties. This Agreement shall inure to the benefit of and be binding upon the Agents and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any 25 26 provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities shall be deemed to be a successor by reason merely of such purchase. SECTION 14. Default by an Agent Purchasing Securities as Principal. If any Agent or Agents purchasing Securities as principal hereunder shall fail to purchase and pay for any of the Securities agreed in such transaction to be purchased by such Agent or Agents, and such failure to purchase shall constitute a default in the performance of its or their obligations to purchase such Securities in such transaction, then: (a) if the aggregate principal amount of Securities which the defaulting Agent or Agents agreed but failed to purchase as principal does not exceed 10% of the aggregate principal amount of Securities agreed to be purchased in such transaction by all Agents, the Company shall have the right to require each nondefaulting Agent to purchase at the applicable Settlement Date the aggregate principal amount of Securities which such Agent agreed to purchase as principal in such transaction, and, in addition, to require each nondefaulting Agent to purchase its pro rata proportion of the Securities (based on the aggregate principal amount of Securities such nondefaulting Agent agreed to purchase as principal in such transaction) originally agreed to be purchased by such defaulting Agent or Agents; but nothing herein shall relieve a defaulting Agent of its liability, if any, to the Company and any nondefaulting Agent for its default hereunder; or (b) if the aggregate principal amount of Securities which the defaulting Agent or Agents agreed but failed to purchase as principal exceeds 10% of the aggregate principal amount of Securities agreed to be purchased in such transaction by all Agents, or if the Company shall not exercise the right described in clause (a) above to require nondefaulting Agents to purchase Securities of a defaulting Agent or Agents, the nondefaulting Agent or Agents shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities agreed by the Agents to be purchased as principal in such transaction, and if such nondefaulting Agent or Agents do not purchase all such Securities, the applicable agreement to purchase such Securities as principal shall terminate without liability to any nondefaulting Agent or the Company, except for the indemnity and contribution agreements in Sections 7 and 8 hereof and the expense provisions provided in Section 4 hereof; but nothing herein shall relieve a defaulting Agent of its liability, if any, to the Company and any nondefaulting Agent for its default hereunder. 26 27 In the event of a default by any Agent as set forth in this Section 14, the Settlement Date with respect to such purchase of Securities as principal shall be postponed for such period, not exceeding seven days, as the lead nondefaulting Agent or, if no Agent is the lead nondefaulting Agent, the nondefaulting Agent or Agents, shall determine in order that the required changes in the Registration Statement and the Prospectus or Pricing Supplement or in any other document or arrangements may be effected. SECTION 15. Governing Law. This Agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of New York. 27 28 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms. Very truly yours, THE CHASE MANHATTAN CORPORATION By:____________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: CHASE SECURITIES, INC. By:___________________________ Name: Title: SMITH BARNEY INC. By:___________________________ Name: Title: 28 29 SCHEDULE A
Commission Rates (as a percentage of Maturity Range principal amount) - -------------- ------------------- More than 9 months up to 1 year .20% In excess of 1 year up to 2 years .40 In excess of 2 years up to 3 years .60 In excess of 3 years up to 4 years .75 In excess of 4 years up to 5 years 1.00 In excess of 5 years up to 6 years 1.50 In excess of 6 years up to 7 years 2.00 In excess of 7 years up to 10 years 2.25 In excess of 10 years up to 15 years 2.50 In excess of 15 years up to 20 years 2.75 In excess of 20 years up to 30 years 3.00 More than 30 years To be negotiated between the Agent and the Company at the time of such sale.
29 30 EXHIBIT A The following terms, if applicable, shall be agreed to by the Agent and the Company in connection with each sale of Securities: Principal Amount: $_____________ (or principal amount of foreign currency) Interest Rate: If Fixed Rate Note, Interest Rate: If Floating Rate Note: Interest Rate Basis: Initial Interest Rate: Initial Interest Reset Date: Spread or Spread Multiplier, if any: Interest Rate Reset Month(s): Interest Payment Month(s): Index Maturity: Maximum Interest Rate, if any: Minimum Interest Rate, if any: Interest Rate Reset Furrowed: Interest Payment Period: Interest Payment Date: Calculation Agent: If Redeemable: Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Date of Maturity: Purchase Price: ____% Settlement Date and Time: Currency of Denomination: Denominations (if currency is other than U.S. dollar): Currency of Payment: Additional Terms: Exceptions, if any, to Section 3(k) of Distribution Agreement: (Stand-off provision is applicable to Securities.) (Stand-off provision is inapplicable to Securities.) (Describe other exceptions, if any) (The following documents referred to in the Distribution Agreement shall be delivered as a condition to settlement: A-1 31 (Officer's Certificates pursuant to Section 6(b).) Legal Opinion pursuant to Section 6(c).) Comfort Letter pursuant to Section 6(d).)) A-2 32 EXHIBIT B (Three copies of this Delayed Delivery Contract should be signed and returned to the address shown below so as to arrive not later than __:00 A.M., New York time, on ________________________, 19__.) DELAYED DELIVERY CONTRACT ------------------------- (Insert date of offering of Securities to be sold) THE CHASE MANHATTAN CORPORATION c/o (Insert name and address of Agent) Attention: Gentlemen: The undersigned hereby agrees to purchase from The Chase Manhattan Corporation, a Delaware corporation (the "Company"), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on _______________ (the "Delivery Date"), $______________ principal amount of the Company's ___________________ (hereinafter called "Securities"), offered by the Company's Prospectus relating thereto, receipt of a copy of which is hereby acknowledged, at _______% of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). Payment for the Securities which the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company or its order in immediately available funds in New York, New York, at 10:00 A.M., New York City time, at the offices of the Company, 1 Chase Manhattan Plaza, New York, New York 10081, on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the B-1 33 undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the condition that investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject. The undersigned represents that its investment in such Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after receipt of a request therefor from the undersigned, the Company will mail or deliver to the undersigned at its address set forth below a copy of the opinion of counsel for the Company delivered to the Company's agents in connection with the offering of the Securities to the public through such events. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This Contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance of any such Contract (including this Contract) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts B-2 34 hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, ______________________________ (Name of Buyer) By____________________________ ______________________________ (Name and Title of Signatory) ______________________________ ______________________________ (Address of Buyer) Accepted, as of the date first above written THE CHASE MANHATTAN CORPORATION By_____________________________ Name: Title: B-3 EX-1.6 5 AMENDMENT NO. 1 TO THE EURO DISTRIBUTION AGREEMENT 1 EXHIBIT 1.6 U.S. $1,952,525,000 THE CHASE MANHATTAN CORPORATION Euro Medium-Term Notes, Series B Due From Nine Months From Date of Issue AMENDMENT NO. 1 TO EURO DISTRIBUTION AGREEMENT May 12, 1993 MERRILL LYNCH INTERNATIONAL LIMITED CHASE INVESTMENT BANK LIMITED CREDIT SUISSE FIRST BOSTON LIMITED GOLDMAN SACHS INTERNATIONAL LIMITED LEHMAN BROTHERS INTERNATIONAL (EUROPE) (formerly named Lehman Brothers International Limited) SALOMON BROTHERS INTERNATIONAL LIMITED CHASE BANK A.G. c/o Merrill Lynch International Limited Ropemaker Place 25 Ropemaker Street London EC2Y 9LY Ladies and Gentlemen: Reference is made to the Euro Distribution Agreement, dated November 5, 1992 (the "Euro Distribution Agreement"), among The Chase Manhattan Corporation, a Delaware corporation (the "Company"), and each of the above-named agents (each of you being hereinafter referred to as an "Agent" and collectively as the "Agents", which term shall include any Additional Agents (as defined in the Euro Distribution Agreement)). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Euro Distribution Agreement. The Company hereby confirms its agreement with each of you to the following, which shall constitute an amendment to the Euro Distribution Agreement: 1. From and after the date hereof, the term "Registration Statement" shall mean the registration statement on Form S-3 (File No. 33-58144) (such registration statement also constitutes post-effective amendment no. 1 to registration statement no. 33-45266) relating to the Securities and the offering thereof from time to time in accordance with Rule 415 under the 2 Securities Act of 1933, as amended. The Registration Statement was declared effective by the Commission on March 2, 1993. 2. Section 6(b) of the Euro Distribution Agreement is hereby amended to delete the proviso beginning on the twenty- eighth line thereof and to substitute therefor the following: "provided, however, that no such certificate shall be required upon the filing of a Current Report on Form 8-K (x) containing only information concerning quarterly earnings which has been announced to the general public or (y) containing solely exhibits relating to an offering of securities other than the Securities;" 3. Section 6(c) of the Euro Distribution Agreement is hereby amended to delete the parenthetical clause beginning on the eighth line thereof and to substitute therefor the following: "and other than a filing of a Current Report on Form 8-K (x) containing only information concerning quarterly earnings which has been announced to the general public or (y) containing solely exhibits relating to an offering of securities other than the Securities". 4. Section 6(d) of the Euro Distribution Agreement is hereby amended to delete the parenthetical clause beginning on the sixth line thereof and to substitute therefor the following: "(except for a filing of a Current Report on Form 8-K (x) containing only information concerning quarterly earnings which has been announced to the general public or (y) containing solely exhibits relating to an offering of securities other than the Securities)". 5. Reference is made to the "Statement by the Bundesbank Concerning Deutsche Mark Issues" dated July 3, 1992 (the "Bundesbank Statement"). The Company hereby appoints Chase Bank A.G. as "arranger" (according to the meaning of such term in the Bundesbank Statement) with respect to Securities with interest, issue price or principal (including redemption) payments payable or optionally payable in Deutsche Marks (collectively, the "DM Securities"), and Chase Bank A.G. hereby accepts such appointment. It is agreed that Chase Bank A.G. will be so 2 3 designated as arranger with respect to the DM Securities in the Company's offering documents. 6. Notwithstanding anything to the contrary set out in the Euro Distribution Agreement, the Company shall not sell DM Securities directly to investors on its behalf. 7. Chase Bank A.G. represents and warrants to you as of the date hereof, and as of each Closing Time, each Settlement Date and each Representation Date related to DM Securities, that Chase Bank A.G. is a "German credit institution" (as such term is defined in the German Banking Act). 8. DM Securities (a) will have maturities of not less than 2 years from the date of issuance, (b) will be sold exclusively through credit institutions domiciled in Germany (except for any DM Securities offered as part of a syndicated placement, which will be lead managed by a credit institution domiciled in Germany), and (c) will not be redeemable by the Company or the holder prior to two years from the initial date of issuance. 9. The Company hereby covenants and agrees to cause the Bank to provide to the Bundesbank, at the end of each calendar month, information on the amount, interest rate and other terms of each issue of DM Securities during the month, and such other information as the Bundesbank may require. The Company hereby further covenants and agrees that in the event the Bank fails to provide the Bundesbank with any required information, the Company shall provide the Bundesbank with such information on its own behalf. 10. The obligation of each Agent from and after the date hereof to solicit offers to purchase the Securities in its capacity as agent of the Company will be subject to its receipt from the Company of the certificates, legal opinions and comfort letter required by Section 6(b), 6(c) and 6(d), respectively, of the Euro Distribution Agreement and an opinion or opinions of counsel to the Agents, relating to the incorporation of the Company, the validity of the Securities, the Indentures, the Registration Statement, the Prospectus, the Euro Distribution Agreement as amended by this Amendment, and such other matters as the Agent or Agents receiving such opinion may reasonably request. 11. The Amendment shall be governed by the laws of the State of New York. All provisions of the Euro Distribution Agreement not affected hereby shall continue in full force and effect. 3 4 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms. Very truly yours, THE CHASE MANHATTAN CORPORATION By:/s/ Arjun K. Mathrani Executive Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH INTERNATIONAL LIMITED By:/s/ Anne MacKay CHASE INVESTMENT BANK LIMITED By:/s/ Lynda P. Smith CREDIT SUISSE FIRST BOSTON LIMITED By:/s/ Sharon Holmes GOLDMAN SACHS INTERNATIONAL LIMITED By:/s/ Kathryn R. Adams Attorney-in-fact LEHMAN BROTHERS INTERNATIONAL (EUROPE) By:/s/ Matthew Goldberg 4 5 SALOMON BROTHERS INTERNATIONAL LIMITED By:/s/ Geoff Alder CHASE BANK A.G. By:/s/ W. Bohm 5 EX-1.7 6 FORM OF AM. NO. 2 TO THE EURO DISTRIBUTION AGMT. 1 EXHIBIT 1.7 U.S. $2,627,525,000 THE CHASE MANHATTAN CORPORATION Euro Medium-Term Notes, Series B Due From Nine Months From Date of Issue AMENDMENT NO. 2 TO EURO DISTRIBUTION AGREEMENT August __, 1994 MERRILL LYNCH INTERNATIONAL LIMITED CHASE INVESTMENT BANK LIMITED CREDIT SUISSE FIRST BOSTON LIMITED GOLDMAN SACHS INTERNATIONAL LIMITED LEHMAN BROTHERS INTERNATIONAL (EUROPE) (formerly named Lehman Brothers International Limited) SALOMON BROTHERS INTERNATIONAL LIMITED CHASE BANK A.G. c/o Merrill Lynch International Limited Ropemaker Place 25 Ropemaker Street London EC2Y 9LY Ladies and Gentlemen: Reference is made to the Euro Distribution Agreement, dated November 5, 1992 and Amendment No. 1 thereto, dated May 12, 1993 (collectively, the "Euro Distribution Agreement"), among The Chase Manhattan Corporation, a Delaware corporation (the "Company"), and each of the above-named agents (each of you being hereinafter referred to as an "Agent" and collectively as the "Agents", which term shall include any Additional Agents (as defined in the Euro Distribution Agreement)). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Euro Distribution Agreement. The Company hereby confirms its agreement with each of you to the following, which shall constitute an amendment to the Euro Distribution Agreement: 1. From and after the date hereof, the term "Registration Statement" shall mean the registration statement on Form S-3 (File No. 33-______) (such registration statement also constitutes post-effective amendment no. 1 to registration statement no. 33-58144 and post effective amendment no. 1 to 2 registration statement no. 33-51044) relating to the Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended. The Registration Statement was declared effective by the Commission on __________, 1994. 2. The Amendment shall be governed by the laws of the State of New York. All provisions of the Euro Distribution Agreement not affected hereby shall continue in full force and effect. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms. Very truly yours, THE CHASE MANHATTAN CORPORATION By:____________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH INTERNATIONAL LIMITED By:___________________________________ Name: Title: CHASE INVESTMENT BANK LIMITED By:___________________________________ Name: Title: CREDIT SUISSE FIRST BOSTON LIMITED By:___________________________________ Name: Title: 2 3 GOLDMAN SACHS INTERNATIONAL LIMITED By:___________________________________ Name: Title: LEHMAN BROTHERS INTERNATIONAL (EUROPE) By:___________________________________ Name: Title: SALOMON BROTHERS INTERNATIONAL LIMITED By:___________________________________ Name: Title: CHASE BANK A.G. By:___________________________________ Name: Title: 3 EX-1.8 7 FORM OF PREFERRED STOCK UNDERWRITING AGREEMENT 1 EXHIBIT 1.8 UNDERWRITING AGREEMENT _____________________, 199_ THE CHASE MANHATTAN CORPORATION 1 Chase Manhattan Plaza New York, New York 10081 Dear Sirs: We, the undersigned (the "Representatives"), are acting on behalf of the underwriters (including ourselves) named in Exhibit A hereto (such underwriters being herein called the "Underwriters") and we understand that The Chase Manhattan Corporation, a Delaware corporation (the "Company"), proposes to issue and sell shares of its Preferred Stock, . % Series (the "Offered Stock"). The terms of the Offered Stock are described in the Company's Registration Statement on Form S-3 (File No. 33- ) and the Basic Prospectus (as defined in the Standard Provisions hereinafter referred to), as supplemented by a Prospectus Supplement dated , 199 . All the provisions (including defined terms) contained in the document entitled "The Chase Manhattan Corporation Preferred Stock Underwriting Agreement Standard Provisions (August 1994)" (the "Standard Provisions") attached hereto are incorporated by reference herein in their entirety and shall be deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein. Supplementing the provisions of the second sentence of Paragraph 1(a) of the Standard provisions, the term "Prospectus" as used in the Standard provisions shall include the Basic Prospectus together with the Preliminary Prospectus Supplement dated , 199 and the Basic Prospectus as supplemented by the Prospectus Supplement dated , 199 , except that for purposes of Paragraph 1(b) of the Standard Provisions, the term "Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus Supplement dated , 199 . The Delivery Date referred to in Paragraph 4 of the Standard Provisions shall be :00 .M., New York City time, on , 199 . Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective numbers of shares of the Offered Stock set forth opposite their names in Exhibit A hereto at a purchase price of $ . per share, plus accrued dividends, if any, from , 199 . 2 The Underwriters will offer the Offered Stock for sale upon the terms and conditions set forth in the Basic Prospectus as supplemented by the Prospectus Supplement dated , 199 . The Underwriters will pay for the Offered Stock at the time and place and in the manner set forth in the Standard Provisions. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning a signed copy to the undersigned. Very truly yours, By:__________________________ Name: Title: Acting on behalf of themselves and the other Underwriters named in Exhibit A hereto Accepted: THE CHASE MANHATTAN CORPORATION By:____________________________ Name: Title: EX-1.9 8 FORM OF PREFERRED STOCK U.A. STANDARD PROVISIONS 1 EXHIBIT 1.9 THE CHASE MANHATTAN CORPORATION Preferred Stock Underwriting Agreement Standard Provisions (August 1994) The Chase Manhattan Corporation, a Delaware corporation (the "Company") may from time to time enter into one or more underwriting agreements that provide for the sale of one or more series of its preferred stock without par value registered under the registration statement referred to in Paragraph 1(a) hereof (the "Stock"). The Stock will be authorized and issued in one or more series, which series may vary as to the specific designation, number of shares, stated value per share, liquidation preference, initial public offering price, dividend rate or rates (or the method of ascertaining the same), dividend payment dates, any redemption or sinking fund provisions, any conversion rights and other specific terms, with all such terms for any particular series being determined at the time of sale. The standard provisions set forth herein may be incorporated by reference in any underwriting agreement relating to the offering of Stock (an "Underwriting Agreement"). An Underwriting Agreement relating to one or more particular series of Stock, including the provisions incorporated therein by reference, is herein referred to, with respect to such series, as "this Agreement". The Stock involved in any such offering is hereinafter referred to as the "Offered Stock", the firms which agree to purchase the Offered Stock pursuant to this Agreement are hereinafter referred to as the "Underwriters" of such Offered Stock and the representatives of the Underwriters named in this Agreement are hereinafter referred to as the "Representatives". If no representative or representatives are specified in the Underwriting Agreement relating to any Offered Stock, the term "Representatives" as used herein shall, as to such Offered Stock, be deemed to refer to the Underwriters of such Offered Stock. 1. The Company represents, warrants and agrees that: (a) A registration statement on Form S-3 with respect to the Stock has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, has been filed with the Commission under the Act and has become effective. As used in this Agreement, "Registration Statement" means that registration statement as amended at the date of this Agreement; "Basic Prospectus" means the prospectus (including all documents incorporated therein by reference) included in the Registration Statement; and "Prospectus" means the Basic Prospectus, together with any prospectus amendment or supplement (including in each case all documents incorporated therein by reference) specifically relating to the Offered Stock, in the form first filed with the Commission pursuant to Rule 424 of the Rules and Regulations, which amendment or 2 supplement the Company agrees to promptly so file. The Commission has not issued any order preventing or suspending the use of the Prospectus. (b) The Registration Statement and the Prospectus (excluding, for purposes of this Paragraph 1(b), any preliminary or "red herring" prospectus supplement) contain, and each amendment or supplement to the Registration Statement or the Prospectus filed with the Commission prior to the termination of the offering of the Offered Stock (including any document filed by the Company on or after the date of this Agreement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the termination of the offering of the Offered Stock ("Incorporated Document")) will contain, all statements which are required by the Act and the Rules and Regulations and the Exchange Act and the rules and regulations of the Commission thereunder; and the Registration Statement and the Prospectus do not, and any amendment or supplement to the Registration Statement or the Prospectus including Incorporated Documents) filed with the Commission prior to the termination of the offering of the Offered Stock will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (c) Except as set forth in or contemplated by the Registration Statement and the Prospectus, since the respective dates as of which information is given in the Registration Statement and Prospectus, there has not been any material transaction not in the ordinary course of business entered into by the Company or The Chase Manhattan Bank (National Association) (the "Bank"), any material change in the liabilities or obligations (direct or contingent) of the Company or the Bank, or any material adverse change in, or development materially and adversely affecting, the financial position of the Company or the Bank. (d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly registered as a bank 2 3 holding company under the Bank Holding Company Act of 1956; and the Bank has been duly organized and is in good standing under the laws of the United States of America. (e) The Company and the Bank have the authority (corporate and other) to conduct their respective businesses in all material respects as described in the Prospectus; and all of the issued and outstanding shares of capital stock of the Bank have been duly authorized and are validly issued and outstanding and are owned by the Company free and clear of all liens, encumbrances, security interests and claims, except for existing or future restrictions on the disposition or encumbrances by the Company of the capital stock of the Bank contained in indentures, guarantees or evidences of indebtedness of the Company. (f) Except as set forth in or contemplated by the Registration Statement and the Prospectus, the Company and the Bank hold all material licenses, certificates, permits and authorizations from governmental authorities deemed by the Company to be reasonably necessary for the conduct of their present operations. (g) The accountants whose reports are incorporated by reference in the Prospectus are certified public accountants and are independent public accountants as required by the Act and the Rules and Regulations. (h) Except as referred to in the Registration Statement and the Prospectus (including documents incorporated therein by reference), there is no material litigation or governmental proceeding pending or, to the knowledge of the Company, threatened against or involving the Company or the Bank which would be likely to result in any material adverse change in the financial position of the Company or the Bank. (i) Neither the Company nor the Bank is in violation of its certificate of incorporation or Articles of Association, as the case may be, or by-laws, or in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note or any other evidence of its indebtedness or any related loan agreement, note purchase agreement or indenture by which the Company or the Bank is bound. The execution, delivery and performance of this Agreement and the Additional Agreement (as hereinafter defined), if any, relating to the Offered Stock, the issuance and sale of the Offered Stock pursuant to this Agreement and compliance by the Company with the provisions of the Additional Agreement, if any, and the terms of the Offered Stock will not conflict with, or constitute a breach of, or a default under, any material agreement, indenture or other instrument by which the Company or the Bank is bound, or any 3 4 applicable law, administrative regulation or court decree, violation of which would have a material adverse effect on the operations of the Company or the Bank, or result in the creation or imposition of any material lien, charge or encumbrance upon any of the property or assets of the Company or the Bank, and will not result in a violation of the provisions of the certificate of incorporation or Articles of Association, as the case may be, or by-laws, of the Company or the Bank. "Additional Agreement", as used herein with respect to any Offered Stock, shall have the meaning assigned to such term in the Underwriting Agreement relating to such Offered Stock, or, if the term "Additional Agreement" shall not be defined in such Underwriting Agreement, all references herein to the Additional Agreement shall be deemed to be deleted from this Agreement. (j) There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations or which were required to be filed as exhibits to any document incorporated by reference in the Prospectus by the Exchange Act or the rules or regulations thereunder, which have not been filed as exhibits to the Registration Statement or to such document incorporated by reference in the Prospectus as permitted by the Rules and Regulations or the rules and regulations under the Exchange Act, as the case may be. (k) The Additional Agreement, if any, has been validly authorized and, prior to the issuance of the Offered Stock, will be duly executed and delivered by the Company; the shares of Offered Stock, when issued, delivered and paid for on the Delivery Date (as hereinafter defined), will be duly authorized, validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof; none of the shares of Offered Stock will be on the Delivery Date subject to any lien, claim, encumbrance, preemptive rights or any other claim of any third party; and the Offered Stock will conform to the description thereof in the Registration Statement and the Prospectus. (l) Since the end of its latest fiscal year, the Company has timely filed all documents and amendments to previously filed documents required to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The documents incorporated by reference in the Prospectus have been, and each Incorporated Document will be, prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and such documents have been, and in the case of each Incorporated Document will be, timely filed as required thereby. Copies of each of the documents incorporated by reference in the 4 5 Prospectus have been delivered by the Company to the Representatives. 2. The Company shall not be obligated to deliver any Offered Stock except upon payment for all the Offered Stock to be purchased pursuant to this Agreement. If any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Stock which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the number of shares of Offered Stock set forth in the Underwriting Agreement to be purchased by each remaining non-defaulting Underwriter bears to the total number of shares of Offered Stock set forth in the Underwriting Agreement to be purchased by all the remaining non- defaulting Underwriters; provided that the remaining non-defaulting Underwriters shall not be obligated to purchase any Offered Stock if the number of shares of Offered Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total number of shares of Offered Stock, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of Offered Stock set forth in the Underwriting Agreement to be purchased by such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportions as may be agreed upon among them, all the Offered Stock. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Offered Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Paragraphs 5(j) and 9 hereof. 3. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Offered Stock of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement. 4. Unless otherwise specified in the Underwriting Agreement relating to the Offered Stock, delivery of and payment for the Offered Stock shall be made at the offices of the Company, 1 Chase Manhattan Plaza, New York, New York 10081, at 10:00 A.M., New York City time, on the fifth business day following the date of this Agreement or at such other date as shall be determined by agreement 5 6 between the Representatives and the Company. The date and time of delivery of and payment for the Offered Stock are sometimes referred to herein as the "Delivery Date". On the Delivery Date the Company shall deliver the Offered Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in New York Clearing House (next-day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Unless otherwise specified in the Underwriting Agreement relating to the Offered Stock, upon delivery the certificates representing the shares of the Offered Stock shall be in such denominations and registered in such names as the Representatives shall request in writing not less than two full business days prior to the Delivery Date. Unless otherwise specified in the Underwriting Agreement relating to the Offered Stock, for the purpose of expediting the checking and packaging thereof, the Company shall make the certificates representing the shares of each series of the Offered Stock available for inspection by the Representatives in New York, New York not later than 2:00 P.M., New York City time, on the business day prior to the Delivery Date. 5. The Company agrees: (a) To furnish promptly to the Representatives and to counsel for the Underwriters an executed copy of the Registration Statement and the Prospectus, including the documents incorporated by reference in the Prospectus and all consents and exhibits filed therewith; (b) To furnish the Underwriters with copies of the Prospectus (including the documents incorporated by reference therein) in such quantities as the Representatives may reasonably request; (c) To file promptly all reports and definitive proxy statements or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during such period following the date of this Agreement as a prospectus is required to be delivered in connection with the offering and sale of the Offered Stock; (d) To file with the Commission during the period referred to in (c) above any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or in the reasonable judgment of the Representatives, be required by the Act or that may be requested by the Commission and, in each case, approved by the Representatives and by the Company; (e) Prior to filing with the Commission during the period referred to in (c) above (i) any amendment to the 6 7 Registration Statement or supplement to the Prospectus, or (ii) any Prospectus relating to the Offered Stock pursuant to Rule 424 of the Rules and Regulations, or (iii) any Incorporated Document, to furnish a copy thereof to the Representatives and to counsel for the Underwriters; (f) To advise the Representatives promptly (i) when any post-effective amendment to the Registration Statement relating to or covering the Offered Stock becomes effective, (ii) of any request by the Commission for an amendment or supplement to the Registration Statement (insofar as the amendment or supplement relates to or covers the Offered Stock), to the Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information relating to the offering of the Offered Stock, (iii) of the issuance by the Commission of any stop-order or any order preventing or suspending the use of the Prospectus or any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or any order directed to any document incorporated or deemed to be incorporated by reference in the Prospectus or the initiation of any stop-order proceeding or any challenge by the Commission to the accuracy or adequacy of any document incorporated or deemed to be incorporated by reference in the Prospectus, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Stock for sale in any jurisdiction or the initiation of any proceeding for that purpose; and (v) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus in order to make any material statement therein not misleading; (g) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Offered Stock for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Offered Stock; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (h) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the "effective date of the registration statement" (as defined in Rule 158(c) under the Act), an earning statement of the Company and its subsidiaries (which 7 8 need not be audited) complying with Section 11(a) of the Act and Rule 158 thereunder; (i) If during the period referred to in (c) above the Commission shall issue a stop-order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the lifting of that order at the earliest possible time; (j) To pay the costs incident to the authorization, issuance, sale and delivery of the Offered Stock and any taxes payable in that connection; the costs incident to the preparation, printing and filing under the Act of the Registration Statement and any amendments, supplements and exhibits thereto; the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the costs of distributing the Registration Statement as originally filed and each amendment and post- effective amendment thereof (including exhibits), any preliminary prospectus, the Prospectus and any documents incorporated by reference in any of the foregoing documents; the costs of distributing the terms of the agreement relating to the organization of the underwriting syndicate to the Underwriters by mail, telex or other means of communication; the costs of preparing this Agreement; the costs of any filings with the National Association of Securities Dealers, Inc.; fees paid to rating agencies in connection with the rating of the Offered Stock; the fees and expenses of qualifying the Offered Stock under the securities laws of the several jurisdictions as provided in this Paragraph and of preparing and printing a Blue Sky Memorandum (including fees of counsel to the Underwriters not in excess of $10,000); and all other costs and expenses incident to the performance of the Company's obligations under this Agreement; provided that, except as provided in this Paragraph and in Paragraph 9 hereof, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the Offered Stock which they may sell and the expenses of advertising any offering of the Offered Stock made by the Underwriters; and (k) During the period prior to the earlier of the Delivery Date and the date on which any price restrictions on the sale of the Offered Stock are terminated, not to offer or sell, or to cause any subsidiary to offer or sell, in the United States, without the prior consent of the Representatives, any preferred stock which is substantially similar to the Offered Stock. 6. (a) The Company shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter 8 9 within the meaning of the Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which that Underwriter or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any Incorporated Document or the Registration Statement or Prospectus as amended or supplemented, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and each such controlling person for any legal and other expenses reasonably incurred by that Underwriter or controlling person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or any controlling person of that Underwriter. (b) Each Underwriter shall indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and any person who controls the Company within the meaning of the Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or the Registration Statement or Prospectus as amended or supplemented, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, and shall reimburse the Company or any such director, officer of controlling person for any legal and other expenses reasonably incurred by the Company or any such director, officer or controlling person in investigating or defending or preparing to defend against any such loss, claim, 9 10 damage, liability or action. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or any of its directors, officers or controlling persons. (c) Promptly after receipt by an indemnified party under this Paragraph of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Paragraph, notify the indemnifying party in writing of the claim or the commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Paragraph. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Paragraph for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that the representatives shall have the right to employ counsel to represent the Representatives and those other Underwriters and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under this Paragraph if, in the reasonable judgment of counsel to the Underwriters, due to a potential conflict of interest it is advisable for the Representatives and those Underwriters and controlling persons to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company; provided, however, that the Company shall not be obligated to pay the fees and expenses of more than one such separate counsel. (d) If the indemnification provided for in this Paragraph shall for any reason be unavailable to an indemnified party under Paragraph 6(a) or 6(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Stock or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate 10 11 to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Offered Stock (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters with respect to such offering, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Paragraph 6(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof referred to above in this Paragraph, shall be deemed to include, for purposes of this Paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Paragraph, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Stock underwritten by it and distributed to the pubic were offered to the pubic exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Paragraph are several in proportion to their respective underwriting obligations and not joint. (e) The Underwriters severally hereby confirm that the statements with respect to the pubic offering of the Offered Stock set forth on the cover page of the supplement to the Prospectus relating to the Offered Stock, the statements, if any, with respect to stabilizing the market prices of the Offered Stock of the Company in such supplement and the statements under the caption "Underwriting" in such supplement are correct and were furnished in 11 12 writing to the Company by or on behalf of the Underwriters for inclusion in the Registration Statement and the Prospectus. (f) The indemnity and contribution agreements contained in this Paragraph and the representations, warranties and agreements of the Company in Paragraphs 1 and 5 shall survive the delivery of the Offered Stock and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 7. The obligations of the Underwriters under this Agreement may be terminated by the Representatives, in their absolute discretion, by notice given to and received by the Company prior to delivery of and payment for any Offered Stock, if, prior to that time, (a) trading in the Company's Common Stock on the New York Stock Exchange, Inc. is suspended and such suspension shall be continuing on the Delivery Date, or (b) trading in securities generally on the New York Stock Exchange, Inc. is suspended, or minimum prices are established on that Exchange, or a banking moratorium is declared by either Federal or New York State authorities, or (c) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Representatives reasonable judgment, impracticable to market the securities or enforce contracts for the sale of the Offered Stock, or (d) the rating assigned by Moody's Investors Service, Inc. or Standard & Poor's Corporation to any preferred stock of the Company as of the date of any applicable Underwriting Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed any preferred stock of the Company on what is commonly termed a "watch list" for possible downgrading. 8. The respective obligations of the Underwriters under this Agreement are subject to the accuracy, on the date this Agreement is executed and on the Delivery Date, of the representations and warranties of the Company contained herein, to performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) At or before the Delivery Date, no stop-order suspending the effectiveness of the Registration Statement nor any order directed to any document incorporated by reference in the Prospectus or to any Incorporated Document shall have been issued, and prior to that time no stop-order proceeding shall have been initiated or threatened by the Commission and no challenge by the Commission shall have been made to the accuracy or adequacy of any document incorporated by reference in the Prospectus or to any Incorporated Document; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with; and the Company shall not have filed with the 12 13 Commission any amendment or supplement to the Registration Statement or the Prospectus without the consent of the Representatives. (b) No Underwriter shall have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement or the Prospectus or any Incorporated Document or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Additional Agreement, if any, and the Offered Stock, and the form of the Registration Statement and the Prospectus and any Incorporated Document, other than financial statements and other financial data, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Robert B. Adams, Senior Vice President and Deputy General Counsel of the Company, or other counsel satisfactory to the Underwriters receiving such opinion, shall have furnished to the Representatives his opinion addressed to the Underwriters and dated the Delivery Date to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, has the authority (corporate and other) to conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956; (ii) The Bank has been duly organized and is validly existing under the laws of the United States of America and has the authority (corporate and other) to conduct operations as a national banking association and in all material respects to conduct its business as described in the Prospectus; (iii) All the outstanding shares of capital stock of the Bank have been duly authorized and are validly issued and are owned by the Company, free and clear of any perfected security interest and, to the knowledge of 13 14 such counsel, after due inquiry, any other security interests, except as described in Paragraph 1(e) above; (iv) This Agreement has been duly executed and delivered by the Company; (v) The execution, delivery and performance of the Additional Agreement, if any, by the Company have been authorized by all requisite corporate action by the Company, and the Additional Agreement, if any, has been duly executed and delivered by the Company; (vi) The shares of Offered Stock are duly authorized, validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof; (vii) The Offered Stock conforms to the description thereof in the Registration Statement and the Prospectus; (viii) No approval of any public regulatory body, state or federal (except under state securities or blue sky statutes, as to which such counsel need not express an opinion), other than those approvals that have been obtained, is required for the valid execution, delivery and performance by the Company of this Agreement; (ix) The execution, delivery and performance of this Agreement have been authorized by all requisite corporate action by the Company; (x) The execution, delivery and performance of this Agreement and the Additional Agreement, if any, the issuance and sale of the Offered Stock pursuant to this Agreement and compliance by the Company with the provisions of the Additional Agreement, if any, and the terms of the Offered Stock will not result in a material breach of any of the provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of, any agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound, and will not result in a violation of the provisions of the certificate of incorporation or by- laws of the Company, or any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Company or any of its subsidiaries; (xi) The Registration Statement has become effective under the Act and, to the best of the knowledge 14 15 of such counsel, no stop-order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Act; no order directed to any document incorporated by reference in the Prospectus or to any Incorporated Document has been issued, and, to the best of the knowledge of such counsel, no challenge has been made to the accuracy or adequacy of any such document; the Registration Statement and the Prospectus (other than the financial statements and other financial data included therein, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission under said Act; the documents incorporated by reference in the Prospectus and the Incorporated Documents which have been filed prior to the Delivery Date (except that no opinion need be expressed as to the financial statements and other financial data contained therein) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; nothing has come to the attention of such counsel that would lead him to believe that such Registration Statement, at the time it became effective, or if an amendment to the Registration Statement or an annual report on Form 10-K has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time of the most recent filing (other than the financial statements and other financial data included in any thereof, as to which no opinion need be expressed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and nothing has come to the attention of such counsel that would lead him to believe that such Prospectus, as amended or supplemented, at the date of the Underwriting Agreement or at the Delivery Date (other than the financial statements and other financial data included in any thereof, as to which no opinion need be expressed), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) To the best of the knowledge of such counsel, there are no contracts or other documents required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations, or which were required to be filed as exhibits to any document 15 16 incorporated by reference in the Prospectus by the Exchange Act or the rules or regulations of the Commission thereunder, which have not been so filed or so incorporated by reference as exhibits thereto; the descriptions in the Registration Statement and Prospectus of the contracts and other documents therein described and filed with the Registration Statement are accurate in all material respects and fairly present the information required to be shown; and to the best of the knowledge of such counsel there are no legal or governmental proceedings pending or threatened against the Company or any of its subsidiaries of a character required to be disclosed in the Prospectus which have not been adequately disclosed therein; and (xiii) The statements made in the Prospectus under the captions "Description of Preferred Stock" and "Description of (Title of Offered Stock)", insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form satisfactory to counsel for the Underwriters, and in substance satisfactory to the Representatives. (e) The Company shall have furnished to the Representatives on the Delivery Date a certificate, dated the Delivery Date, of a principal executive officer of the Company stating that the representations, warranties and agreements of the Company in Paragraph 1 are true and correct as of the Delivery Date, that the Company has complied with all its agreements contained herein, and that the conditions set forth in Paragraph 8(a) have been fulfilled. (f) At the time this Agreement is executed and at the Delivery Date, Price Waterhouse shall have furnished to the Representatives a letter or letters, dated respectively as of the date this Agreement is executed and as of the Delivery Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations of the Commission thereunder, and stating, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five business days prior to the date of each such letter), the conclusions and findings of such firm as to 16 17 such financial information and other matters as the Representatives shall reasonably request, and, in the case of the letter dated as of the Delivery Date, confirming in all material respects the conclusions and findings set forth in the letter dated as of the date this Agreement is executed. 9. If the Company shall fail to tender the Offered Stock on the Delivery Date or if the Underwriters shall for any reason permitted under this Agreement (other than pursuant to Paragraphs 2 and 7) decline to purchase the Offered Stock, the sole liability of the Company to the several Underwriters will be to reimburse the several Underwriters up to a reasonable amount for the fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been incurred by them in connection with this Agreement and the proposed purchase of the Offered Stock, and upon demand the Company will pay the full amount thereof to the Representatives. The Company will not be obligated to reimburse the several Underwriters on account of any such expenses if this Agreement shall be terminated for the reasons set forth in Paragraph 2 or shall be terminated by the Underwriters pursuant to Paragraph 7. 10. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Representatives. Any notice by the Company to the Underwriters shall be sufficient if given in writing or by telegraph addressed to the Representatives at the address furnished to the Company and any notice by the Underwriters to the Company shall be sufficient if given by the Representatives in writing or by telegraph addressed to the Company at 1 Chase Manhattan Plaza, New York, New York 10081, Attention of the Secretary. 11. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors. Nothing in this Agreement is intended or shall be construed to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy of claim under or in respect of this Agreement or any provision contained herein, this Agreement and the terms and provisions hereof being for the sole benefit of only those mentioned persons; except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Act, and (b) the indemnity agreement of the Underwriters contained in Paragraph 6 of this Agreement shall be deemed to be for the benefit of directors of the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Paragraph, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 17 18 12. For purposes of this Agreement, (a) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading, and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations. 13. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 18 EX-4.5 9 FORM OF DEBT WARRANT AGREEMENT 1 EXHIBIT 4.5 OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS ---------------------------------------------------------------- THE CHASE MANHATTAN CORPORATION and ---------------------------------- As Debt Warrant Agent ------------------- Debt Warrant Agreement Dated as of __________________________ -------------------------- ---------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE I ISSUANCE, EXECUTION AND COUNTERSIGNATURE OF DEBT WARRANT CERTIFICATES Section 1.1. Issuance of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.2. Form of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.3. Execution and Countersignature of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.4. Temporary Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1.5. Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1.6. Definition of Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE II WARRANT PRICE, DURATION AND EXERCISE OF DEBT WARRANTS Section 2.2. Duration of Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.3. Exercise of Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE III [REGISTRATION], EXCHANGE, TRANSFER AND SUBSTITUTION OF DEBT WARRANT CERTIFICATES Section 3.1. [Registration], Exchange and Transfer of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.2. Mutilated, Destroyed, Lost or Stolen Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.3. Persons Deemed Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.4. Cancellation of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE IV OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF DEBT WARRANT CERTIFICATES Section 4.1. No Rights as Holders of Debt Warrant Securities Conferred by Debt Warrants or Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.2. Holder of Debt Warrant Certificate May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
i 3 ARTICLE V CONCERNING THE DEBT WARRANT AGENT Section 5.1. Debt Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.2. Conditions of Debt Warrant Agent's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.3. Resignation, Removal and Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.4. Compliance With Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE VI MISCELLANEOUS Section 6.1. Modification, Supplementation or Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 6.2. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 6.3. Rights and Duties of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 6.4. Notices and Demands to the Company and Debt Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.5. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.6. Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.7. Notices to Holders of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.8. Delivery of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 6.9. Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 6.10. Persons Having Rights Under Debt Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 6.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 6.12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 6.13. Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 EXHIBIT A
ii 4 THIS AGREEMENT, dated as of [______, 19____], between THE CHASE MANHATTAN CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), and __________________, a [corporation] [state] [banking association] [national banking association] organized and existing under the laws of __________________, as Debt Warrant Agent (herein called the "Debt Warrant Agent"). [WHEREAS, the Company has entered into an Indenture, dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991 (the "Senior Indenture"), with Bankers Trust Company, a corporation organized and existing under the laws of the State of New York, as trustee (such trustee, and any successors to such trustee, herein called the "Trustee"), providing for the issuance from time to time of its unsecured and unsubordinated notes or other evidences of senior indebtedness, to be issued in one or more Series as provided in the Indenture;] [WHEREAS, the Company has entered into an Amended and Restated Indenture, dated as of September 1, 1993 (the "Indenture") with Chemical Bank, a national banking institution organized under the laws of the United States of America, as trustee (such trustee, and any successors to such trustee, herein called the "Trustee"), providing for the issuance from time to time of its unsecured and subordinated notes or other evidences of subordinated indebtedness, to be issued in one or more series as provided in the Indenture.] WHEREAS, the Company proposes to sell [If Offered Debt Securities and Debt Warrants -- [title of Debt Securities being offered] (the "Offered Debt Securities") with] warrant certificates (such warrant certificates and other warrant certificates issued pursuant to this Agreement herein called the "Debt Warrant Certificates") evidencing one or more warrants (the "Debt Warrants" or, individually, a "Debt Warrant") representing the right to purchase [title of Debt Securities purchasable through exercise of Debt Warrants] (the "Debt Warrant Securities"); and WHEREAS, the Company desires the Debt Warrant Agent to act on behalf of the Company, and the Debt Warrant Agent is willing to so act, in connection with the issuance, exchange, exercise and replacement of the Debt Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Debt Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced; 5 NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I ISSUANCE, EXECUTION AND COUNTERSIGNATURE OF DEBT WARRANT CERTIFICATES Section 1.1. Issuance of Debt Warrant Certificates. [If Debt Warrants alone -- Upon issuance, each Debt Warrant Certificate shall evidence one or more Debt Warrants.] [If Offered Debt Securities and Debt Warrants -- Debt Warrant Certificates shall be [initially] issued in units with the Offered Debt Securities and shall [not] be separately transferable [before _____________, 19 __ (the "Detachable Date")]. The Debt Warrant Certificate or Certificates included in each such unit shall evidence an aggregate of______ Debt Warrants for each $______________ principal amount of Offered Debt Securities included in such unit.] Each Debt Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase from the Company Debt Warrant Securities in the aggregate principal amount of $ ________. Section 1.2. Form of Debt Warrant Certificates. The Debt Warrant Certificates (including the Form[s] of Exercise [and Assignment] to be set forth on the reverse thereof) shall be in substantially the form set forth in Exhibit A hereto with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, shall be printed, lithographed or engraved on steel engraved borders (or in any other manner determined by the officer executing such Debt Warrant Certificates) and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Debt Warrant Certificates may be listed or as may, consistently herewith, be determined by the officers executing such Debt Warrant Certificates, as evidenced by their execution of the Debt Warrant Certificates. Section 1.3. Execution and Countersignature of Debt Warrant Certificates. The Debt Warrant Certificates shall be executed on behalf of the Company by its [___________________] or any [______________________________], manually or by facsimile signature, under its corporate seal reproduced thereon attested to by its Secretary or one of its Assistant Secretaries, either manually or by facsimile signature. Typographical and other 2 6 minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of the Debt Warrant Certificate that has been duly executed by the Company and authenticated by the Debt Warrant Agent. Debt Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding $____________ of Debt Warrant Securities (except as provided in Sections 1.4, 2.3(c), 3.1 and 3.2) may be executed by the Company and delivered to the Debt Warrant Agent upon the execution of this Debt Warrant Agreement or from time to time thereafter. The Debt Warrant Agent shall, upon receipt of Debt Warrant Certificates duly executed on behalf of the Company, authenticate Debt Warrant Certificates evidencing Debt Warrants representing the right to purchase up to $____________ aggregate principal amount of Debt Warrant Securities and shall deliver such Debt Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Debt Warrant Certificates, the Debt Warrant Agent shall authenticate a Debt Warrant Certificate only if the Debt Warrant Certificate is issued in exchange or substitution for one or more previously authenticated Debt Warrant Certificates [If registered Debt Warrants -- or in connection with their transfer], as hereinafter provided. Each Debt Warrant Certificate shall be dated the date of its authentication by the Debt Warrant Agent. No Debt Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Debt Warrant evidenced thereby shall be exercisable, until such Debt Warrant Certificate has been authenticated by the manual signature of a duly authorized representative of the Debt Warrant Agent. Such signature by the Debt Warrant Agent upon any Debt Warrant Certificate executed by the Company shall be conclusive evidence, and the only evidence, that the Debt Warrant Certificate so authenticated has been duly issued hereunder. In case any officer of the Company who shall have signed the Debt Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before the Debt Warrant Certificate so signed shall have been countersigned and delivered by the Debt Warrant Agent to the Company or delivered by the Company, such Debt Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Debt Warrant Certificate had not ceased to be such officer of the Company; and the Debt Warrant Certificate may be signed on behalf of the Company by such persons as, at the 3 7 actual date of execution of such Debt Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such an officer. Section 1.4. Temporary Debt Warrant Certificates. Pending the preparation of definitive Debt Warrant Certificates, the Company may execute, and upon the order of the Company the Debt Warrant Agent shall authenticate and deliver, temporary Debt Warrant Certificates which are printed, lithographed, typewritten, mimeographed or otherwise produced substantially of the tenor of the definitive Debt Warrant Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debt Warrant Certificates may determine, as evidenced by their execution of such Debt Warrant Certificates. If temporary Debt Warrant Certificates are issued, the Company will cause definitive Debt Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Debt Warrant Certificates, the temporary Debt Warrant Certificates shall be exchangeable for definitive Debt Warrant Certificates upon surrender of the temporary Debt Warrant Certificates at the corporate trust office of the Debt Warrant Agent [or_____________________], without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Warrant Certificates the Company shall execute and the Debt Warrant Agent shall authenticate and deliver in exchange therefor definitive Debt Warrant Certificates representing the same aggregate number of Debt Warrants. Until so exchanged, the temporary Debt Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Debt Warrant Certificates. Section 1.5. Payment of Taxes. The Company will pay all stamp taxes and other duties, if any, to which, under the laws of the United States of America or any state or political subdivision thereof, this Agreement or the original issuance of the Debt Warrant Certificates may be subject. Section 1.6. Definition of Holder. The term "Holder" as used herein shall mean [If Offered Debt Securities and Debt Warrants which are not immediately detachable --, prior to the Detachable Date, the [bearer] [registered owner] of the Offered Debt Security to which such Debt Warrant Certificate was initially attached, and, after such Detachable Date,] [if bearer Debt Warrants, the bearer of such Debt Warrant Certificate] [if registered Debt Warrants, the person in whose name at the time such Debt Warrant Certificate shall be registered upon the books to be maintained by the Debt Warrant Agent for that purpose 4 8 pursuant to Section 3.1.] [If Offered Debt Securities and Debt Warrants which are not immediately detachable -- Prior to the Detachable Date, the Company will, or will cause the registrar of the Offered Debt Securities to, make available to the Debt Warrant Agent current information as to Holders of the Offered Debt Securities.] ARTICLE II WARRANT PRICE, DURATION AND EXERCISE OF DEBT WARRANTS Section 2.1. Warrant Price.(1) During the period from __________, 19__ through and including ____________, 19 __, each Debt Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the Company the principal amount of Debt Warrant Securities stated in the Debt Warrant Certificate at the exercise price of __ % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Debt Warrant Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Debt Warrant Securities or, if no interest shall have been paid on the Debt Warrant Securities, from ___________, 19__]. [In each case, the original issue discount ($__________ for each $1,000 principal amount of Debt Warrant Securities) will be amortized at a __% annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. Such exercise price of each Debt Warrant is referred to in this Agreement as the "Exercise Price." Section 2.2. Duration of Debt Warrants. Any Debt Warrant evidenced by a Debt Warrant Certificate may be exercised at any time, as specified herein, on or after [the date thereof] [_________, 19__] and at or before the close of business on _____ , 19 _ (the "Expiration Date"). Each Debt Warrant not exercised at or before the close of business on the Expiration Date shall become void, and all rights of the Holder of the Debt Warrant Certificate evidencing such Debt Warrant under this Agreement or otherwise shall cease. Section 2.3. Exercise of Debt Warrants. (a) During the period specified in Section 2.2, any whole number of Debt Warrants may be exercised by surrendering the Warrant Certificate - -------------------- [FN] (1) Complete and modify the provisions of this Section as appropriate to reflect the exact terms of the Debt Warrants and the Debt Warrant Securities. [/FN] 5 9 evidencing such Debt Warrants at the place or at the places set forth in the Debt Warrant Certificate, with the purchase form set forth in the Debt Warrant Certificate duly executed, accompanied [by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds]] [by surrender of the [specified aggregate amount of identified securities] [by bank wire transfer in immediately available funds], of the Exercise Price for each Debt Warrant exercised. The date on which payment in full of the Exercise Price for a Debt Warrant and the Debt Warrant Certificate, with the purchase form set forth therein duly executed, are received by the Debt Warrant Agent shall be deemed to be the date on which such Debt Warrant is exercised. The Debt Warrant Agent shall deposit all funds received by it as payment for the exercise of Debt Warrants to the account of the Company maintained with it for such purpose on the date on which such Debt Warrant is deemed exercised and shall advise the Company by telephone and in writing, by facsimile transmission or otherwise, at the end of each day on which such a payment is received of the amount so deposited to its account. The Debt Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Debt Warrant Agent shall from time to time, as promptly as practicable after the exercise of any Debt Warrants in accordance with the terms and conditions of this Agreement and the Debt Warrant Certificates, advise the Company and the Trustee of (i) the number of Debt Warrants so exercised, (ii) the instructions of each Holder of the Debt Warrant Certificates evidencing such Debt Warrants with respect to delivery of the Debt Warrant Securities to which such Holder is entitled upon such exercise, and instructions of such Holder as to delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining after such exercise, and (iii) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Debt Warrants the Company shall issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the Holder of the Debt Warrant Certificate evidencing such Debt Warrants, the Debt Warrant Security or Debt Warrant Securities to which such Holder is entitled in [fully registered form registered in such name or names as may be directed by such Holder] [bearer form]; and, if fewer than all of the Debt Warrants evidenced by such Warrant Certificate were exercised the Company shall execute and an authorized officer of the Debt Warrant Agent shall manually authenticate and deliver to the Holder a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. [Unless otherwise instructed by the 6 10 Company, Debt Warrant Securities in bearer form shall be delivered to or upon the order of the Holder of such Debt Warrant Certificate only outside the United States, its territories and possessions and all areas subject to its jurisdiction.] (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Debt Warrant Securities upon the order of the Holder of the Debt Warrant Certificate evidencing the Debt Warrant which was exercised; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Debt Warrant Securities pursuant to Section 2.3(c) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. ARTICLE III [REGISTRATION], EXCHANGE, TRANSFER AND SUBSTITUTION OF DEBT WARRANT CERTIFICATES Section 3.1. [Registration], Exchange and Transfer of Debt Warrant Certificates. [If Offered Debt Securities and Debt Warrants which are immediately detachable or if Debt Warrants alone -- The Debt Warrant Agent shall keep, at its corporate trust office [and at ____________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Debt Warrant Certificates and transfers of outstanding Debt Warrant Certificates]. [If Offered Debt Securities and Debt Warrants which are not immediately detachable -- Prior to the Detachable Date, a Debt Warrant Certificate may be exchanged [or transferred] only together with the Offered Debt Security to which such Debt Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt Security. Additionally, on or prior to the Detachable Date, each [transfer or] exchange of an Offered Debt Security [on the register of the offered Debt Securities] shall operate also to transfer or exchange the Debt Warrant Certificate or Certificates to which such Offered Debt Security was initially attached. After the Detachable Date, upon] [[If Offered Debt Securities and Debt Warrants which are immediately detachable or if Debt Warrants alone -- Upon] surrender at the place or places set forth in Debt Warrant Certificate of Debt Warrant Certificates properly endorsed [or accompanied by appropriate instruments of transfer and accompanied by written instructions for [transfer or] exchange, 7 11 all in form reasonably satisfactory to the Company and the Debt Warrant Agent, such Debt Warrant Certificates may be exchanged for other Debt Warrant Certificates [If registered Debt Warrants -- or may be transferred in whole or in part]] [If bearer Debt Warrants -- the Debt Warrant Certificates, and all rights thereunder, may be exchanged by delivery to the Company and the Debt Warrant Agent may treat the bearer thereof as the owner for all purposes]; provided that Debt Warrant Certificates issued in exchange for or upon transfer of surrendered Debt Warrant Certificates shall evidence the same aggregate number of Debt Warrants as the Debt Warrant Certificates so surrendered. No service charge shall be made for any exchange [or transfer] of Debt Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Debt Warrant Certificates are so surrendered for exchange [or transfer], the Company shall execute and an authorized officer of the Debt Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Debt Warrant Certificate or Debt Warrant Certificates as so requested. The Debt Warrant Agent shall not be required to effect any exchange [or transfer] which would result in the issuance of a Debt Warrant Certificate evidencing a fraction of a Debt Warrant or a number of full Debt Warrants and a fraction of a Debt Warrant. All Debt Warrant Certificates issued upon any exchange [or transfer] of Debt Warrant Certificates shall evidence the same obligations, and be entitled to the same benefits under this Agreement, as the Debt Warrant Certificate surrendered for such exchange [or transfer]. Section 3.2. Mutilated, Destroyed, Lost or Stolen Debt Warrant Certificates. If any mutilated Debt Warrant Certificate is surrendered to the Debt Warrant Agent, the Company shall execute and an officer of the Debt Warrant Agent shall manually countersign and deliver in exchange therefor a new Debt Warrant Certificate of like tenor representing a like number of unexercised Debt Warrants and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Debt Warrant Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Debt Warrant Certificate and of the ownership thereof, (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and (iii) funds sufficient to cover any cost or expense to the Company (including any fees charged by the Debt Warrant Agent) relating to the issuance of a new Debt Warrant Certificate, then, in the absence of notice to the Company or the Debt Warrant Agent that such Debt Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and 8 12 upon its request an officer of the Debt Warrant Agent shall manually countersign and deliver, in lieu of any such destroyed, lost or stolen Warrant Certificate, a new Debt Warrant Certificate of like tenor representing a like number of unexercised Debt Warrants and bearing a number not contemporaneously outstanding. In case the Debt Warrants evidenced by any such mutilated, destroyed, lost or stolen Definitive Certificate have been exercised or have been or are about to be deemed to be exercised, the Company in its discretion may, instead of issuing a new Definitive Certificate, treat the same as if it had received written irrevocable notice of exercise in good form in respect thereof, as provided herein. Every new Debt Warrant Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Debt Warrant Certificate shall evidence constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Debt Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Debt Warrant Certificates duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Warrant Certificates. Section 3.3. Persons Deemed Holders. [If Offered Debt Securities and Debt Warrants which are not immediately detachable -- Prior to the Detachable Date, the Company, the Debt Warrant Agent and all other persons may treat the Holder of any offered Debt Security as the owner of the Debt Warrant Certificates initially attached thereto for any purpose and as the person entitled to exercise the rights represented by the Debt Warrants evidenced by such Debt Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date] [If registered Debt Warrants -- and prior to due presentment of a Debt Warrant Certificate for registration of transfer or exchange, the] [If Offered Debt Securities and Debt Warrants which are immediately detachable or Debt Warrants alone -- The] Company, the Debt Warrant Agent and may treat the Holder as the owner thereof for any purpose and as the person entitled to exercise the rights represented by the Debt Warrants evidenced thereby, any notice to the contrary notwithstanding. Section 3.4. Cancellation of Debt Warrant Certificates. Any Debt Warrant Certificate surrendered for exchange[, transfer] or exercise of the Debt Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the 9 13 Debt Warrant Agent, and [If Debt Warrant Certificates are issued in bearer form - -- except as provided below,] all Debt Warrant Certificates surrendered or so delivered to the Debt Warrant Agent shall be promptly cancelled by it and shall not be reissued and, except as expressly permitted by this Agreement, no Debt Warrant Certificate shall be issued hereunder in lieu or in exchange thereof. [If Debt Warrant Certificates are issued in bearer form -- Debt Warrant Certificates delivered to the Debt Warrant Agent in exchange for Debt Warrant Certificates of other denominations may be retained by the Debt Warrant Agent for reissue as authorized hereunder.] The Company may at any time deliver to the Debt Warrant Agent for cancellation any Debt Warrant Certificates previously issued hereunder which the Company may have acquired in any manner whatsoever, and all Debt Warrant Certificates so delivered shall be promptly cancelled by the Debt Warrant Agent. All cancelled Debt Warrant Certificates held by the Debt Warrant Agent shall be disposed of as instructed by the Company, subject to applicable law. ARTICLE IV OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF DEBT WARRANT CERTIFICATES Section 4.1. No Rights as Holders of Debt Warrant Securities Conferred by Debt Warrants or Debt Warrant Certificates. No Debt Warrant Certificate or Debt Warrants evidenced thereby shall entitle the Holder thereof to any of the rights of a Holder of the Debt Warrant Securities, including, without limitation, the right to receive the payment of principal of or premium, if any) or interest, if any, on the Debt Warrant Securities or to enforce any of the covenants in the Indenture. Section 4.2. Holder of Debt Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Holder of any Debt Warrant Certificate, without the consent of the Debt Warrant Agent, the Trustee, the Holder of any Debt Warrant Securities or the Holder of any other Debt Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce or otherwise in respect of, his right to exercise the Debt Warrant or Debt Warrants evidenced by his Debt Warrant Certificate in the manner provided in the Debt Warrant Certificates and in this Agreement. 10 14 ARTICLE V CONCERNING THE DEBT WARRANT AGENT Section 5.1. Debt Warrant Agent. The Company hereby appoints [______________] as Debt Warrant Agent of the Company in respect of the Debt Warrants and the Debt Warrant Certificates upon the terms and subject to the conditions set forth herein and in the Debt Warrant Certificate, and [_____________] hereby accepts such appointment. The Debt Warrant Agent shall have the power and authority granted to and conferred upon it in the Debt Warrant Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such power and authority contained in the Debt Warrant Certificates are subject to and governed by the terms and provisions hereof. Section 5.2. Conditions of Debt Warrant Agent's Obligations. The Debt Warrant Agent accepts its obligations herein set forth, upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the Debt Warrant Certificates shall be subject: (a) Compensation and Indemnification. The Company agrees promptly to pay the Debt Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Debt Warrant Agent and to reimburse the Debt Warrant Agent for reasonable out-of-pocket expenses (including reasonable attorney's fees and expenses) incurred by the Debt Warrant Agent without negligence, bad faith or breach of this Agreement on its part in connection with the services rendered hereunder by the Debt Warrant Agent. The Company also agrees to indemnify the Debt Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or breach of this Agreement on the part of the Debt Warrant Agent, arising out of or in connection with its acting as such Debt Warrant Agent hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance at any time of its powers or duties hereunder or with respect to the Debt Warrants. The obligations of the Company under this subsection (a) shall survive the exercise of the Debt Warrant Certificates and the resignation or removal of the Debt Warrant Agent. (b) Agent for the Company. In acting under this Debt Warrant Agreement and in connection with the Debt Warrant 11 15 Certificates, the Debt Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the owners or Holders of the Debt Warrant Certificates. (c) Counsel. The Debt Warrant Agent may consult with counsel, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (d) Documents. The Debt Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Debt Warrant Certificate notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) Certain Transactions. The Debt Warrant Agent, any of its officers, directors and employees, in its individual or any other capacity, may become the owner of, or acquire any interest in, any Debt Warrant Certificates, with the same rights that it would have if it were not such Debt Warrant Agent, officer, director, employee or other agent, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Debt Warrant Securities or other obligations of the Company as freely as if it were not such Debt Warrant Agent, officer, director, employee or other agent. Nothing in this Debt Warrant Agreement shall be deemed to prevent the Debt Warrant Agent from acting as Trustee under the Indenture. (f) No Liability for Interest. The Debt Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Debt Warrant Certificates unless otherwise agreed to in writing by the Company and the Debt Warrant Agent. (g) No Liability for Invalidity. The Debt Warrant Agent shall not incur any liability with respect to the validity of this Agreement or any of the Debt Warrant Certificates. 12 16 (h) No Responsibility for Representations. The Debt Warrant Agent shall not be responsible for any of the recitals or representations contained herein or in the Debt Warrant Certificates (except as to the Debt Warrant Agent's Certificate of Authentication thereon), all of which are made solely by the Company. (i) No Implied Obligations. The Debt Warrant Agent shall be obligated to perform such duties as are herein and in the Debt Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Debt Warrant Certificates against the Debt Warrant Agent. The Debt Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Debt Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Debt Warrant Certificates authenticated by the Debt Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Debt Warrant Certificates or any exercise of the Debt Warrants evidenced thereby. The Debt Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Debt Warrant Certificates or in the Debt Warrant Securities or in the case of the receipt of any written demand from a Holder of a Debt Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceeding at law or otherwise or, except as provided in Section 6.4 hereof, to make any demand upon the Company. Section 5.3. Resignation, Removal and Appointment of Successor. (a) The Company agrees, for the benefit of the Holders from time to time of the Debt Warrant Certificates, that there shall at all times be a Debt Warrant Agent hereunder until all of the Debt Warrants are no longer exercisable. (b) The Debt Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which it desires its resignation to become effective; [provided that, without the consent of the Company, such date shall not be less than [three months] after the date on which such notice is given] [subject to the appointment of a successor Debt Warrant Agent and the acceptance of such appointment by such successor Debt Warrant Agent, as hereinafter provided.] The Debt Warrant Agent 13 17 hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date on which the Company expects such removal to become effective. Such resignation or removal shall take effect upon the appointment by the Company of a successor Debt Warrant Agent (which shall be a bank or trust company organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers) by an instrument in writing filed with such successor Debt Warrant Agent and the acceptance of such appointment by such successor Debt Warrant Agent pursuant to Section 5.3(d). In the event a successor Debt Warrant Agent has not been appointed its duties within 90 days of the Debt Warrant Agent's notice of resignation, the Debt Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Debt Warrant Agent. (c) In case at any time the Debt Warrant Agent shall resign, or be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if an order of any count shall be entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or similar law or if any public officer shall have taken charge or control of the Debt Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Debt Warrant Agent qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Debt Warrant Agent. Upon the appointment as aforesaid of a successor Debt Warrant Agent and acceptance by the latter of such appointment, the Debt Warrant Agent so superseded shall cease to be Debt Warrant Agent hereunder. (d) Any successor Debt Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Debt Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Debt Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to 14 18 transfer, deliver and pay over, and such successor Debt Warrant Agent shall be entitled to receive all monies, securities and other property on deposit with or held by such predecessor, as Debt Warrant Agent hereunder. (e) Any corporation into which the Debt Warrant Agent hereunder may be merged or converted or any corporation with which the Debt Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Debt Warrant Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Debt Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Debt Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. (f) The Company may designate agencies for the surrender for exercise of Debt Warrant Certificates at such place or places as the Company may determine, and the Company shall keep the Debt Warrant Agent advised of the names and locations of such agencies, if any are so designated. The Debt Warrant Agent shall arrange directly with such agencies for the delivery of Debt Warrant Securities upon exercise of Debt Warrant Certificates surrendered for exercise at such agencies. The Debt Warrant Agent shall be in no way responsible or accountable for the action or failure to act of any agencies designated pursuant to this Section 5.3(f). Section 5.4. Compliance With Applicable Laws. The Debt Warrant Agent agrees to comply with all applicable federal and state laws in respect of the services rendered by it under this Agreement and in connection with the Debt Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Debt Warrant Agent expressly assumes all liability for failure to comply with such laws, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding. The Debt Warrant Agent agrees to indemnify the Company for, and hold it harmless against, any loss, liability or expense incurred by the Company arising from the negligence, bad faith or breach of this Agreement on the part of the Debt Warrant Agent, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith. 15 19 ARTICLE VI MISCELLANEOUS Section 6.1. Modification, Supplementation or Amendment. (a) This Agreement may be modified, supplemented or amended by the parties hereto, without the consent of the Holder of any Debt Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or in such Debt Warrant Certificate, or making such provisions in regard to matters or questions arising under this Agreement as the Company may deem necessary or desirable; provided that such action shall not adversely affect the interests of the Holders of the Debt Warrant Certificates in any material respect. The Debt Warrant Agent may, but shall not be obligated to, enter into any amendment to this Agreement which affects the Debt Warrant Agent's own rights, duties or immunities under this Agreement or otherwise. (b) The Company and the Debt Warrant Agent may modify or amend this Agreement and the Debt Warrant Certificates, with the consent of the Holders of not fewer than a majority in number of the then outstanding unexercised Debt Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that increases the Exercise Price or shortens the period of time during which the Debt Warrants may be exercised, or otherwise materially and adversely affects the exercise rights of the Holders of Debt Warrant Certificates or reduces the number of outstanding Debt Warrants the consent of the Holders of which is required for modification, supplementation or amendment of this Agreement or the Debt Warrant Certificates, may be made without the consent of each Holder affected thereby. Section 6.2. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. To the extent permitted in the applicable Indenture, the Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation or other entity. Section 6.3. Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation or entity, such successor corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein, and the Company, except in the event of a lease, shall be relieved of any further obligation under this Agreement and the Debt Warrants. Such successor or assuming corporation or entity shall expressly assume, by an 16 20 amendment to this Agreement, executed and delivered to the Debt Warrant Agent, in form satisfactory to such Debt Warrant Agent, the due and punctual payment of any and all amounts payable by the Company pursuant to this Agreement and the performance of every covenant of this Agreement on the part of the Company to be performed or observed. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Warrant Securities issuable pursuant to the terms hereof. All the Debt Warrant Securities so issued shall in all respects have the same legal rank and benefit under the applicable Indenture as the Debt Warrant Securities theretofore or thereafter issued in accordance with the terms of this Agreement and the applicable Indenture. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Debt Warrant Securities thereafter to be issued as may be appropriate. Section 6.4. Notices and Demands to the Company and Debt Warrant Agent. If the Debt Warrant Agent shall receive any notice or demand addressed to the Company by the Holder of a Debt Warrant Certificate pursuant to the provisions of the Debt Warrant Certificates, the Debt Warrant Agent shall promptly forward such notice or demand to the Company. Section 6.5. Governing Law. This Agreement and each Debt Warrant Certificate issued hereunder shall be governed by and construed in accordance with the laws of the State of New York. Section 6.6. Addresses. Any communications from the Company to the Debt Warrant Agent with respect to this Agreement shall be addressed to [name of Debt Warrant Agent], [address, New York, New York ___________) (facsimile: [__________]) (telephone: [________]), Attention:________ and any communications from the Debt Warrant Agent, to the Company with respect to this Agreement shall be addressed to The Chase Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081 (facsimile: [____________]) (telephone: ____________), Attention: [_________]; (or such other address as shall be specified in writing by the Debt Warrant Agent or by the Company). Section 6.7. Notices to Holders of Debt Warrant Certificates. Any notice to Holders of Debt Warrant Certificates which by any provisions of this Agreement is required or permitted to be given [If registered Debt Warrants -- by first class mail postage prepaid at such Holder's address as it appears on the books of the Debt Warrant Agent [or on the register of the Offered Debt Securities prior to the Detachable Date]] [If 17 21 bearer Debt Warrants -- by publication at least once in a daily morning newspaper in New York City (which, if practicable, shall be The Wall Street Journal (Eastern Edition) and in London (which, if practicable, shall be the Financial Times of London)]. Section 6.8. Delivery of Prospectus. The Company will furnish to the Debt Warrant Agent sufficient copies of a prospectus, appropriately supplemented, relating to the Debt Warrant Securities (the "Prospectus"), and the Debt Warrant Agent agrees that, upon the exercise of any Debt Warrant Certificate, the Debt Warrant Agent will deliver to the person designated to receive Debt Warrant Securities, prior to or concurrently with the delivery of such Securities, a Prospectus. Section 6.9. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws (including, without limitation, the maintenance of the effectiveness of a registration statement in respect of the Debt Warrant Securities under the Securities Act of 1933), which may be or become required in connection with exercise of the Debt Warrant Certificates and the original issuance and delivery of the Debt Warrant Securities. Section 6.10. Persons Having Rights Under Debt Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Debt Warrant Agent and the Holders of the Debt Warrant Certificates any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement shall be for the sole and exclusive benefit of the Company and the Debt Warrant Agent and their successors and of the Holders of the Debt Warrant Certificates. Section 6.11. Headings. The Article and Section headings herein and the Table of Contents are for convenience of reference only and shall not affect the construction hereof. Section 6.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument. 18 22 Section 6.13. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Debt Warrant Agent [and at ______________ ] for inspection by the Holder of any Debt Warrant Certificate. [If bearer Debt Warrants -- the Debt Warrant Agent may require such Holder to submit his Debt Warrant Certificate for inspection by it.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and their respective corporate seal to be hereunto affixed and attested, all as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By ---------------------------- [SEAL] Attest: - ---------------------------------------- [NAME OF DEBT WARRANT AGENT] By ---------------------------- [SEAL] Attest: - ---------------------------------------- [Assistant Secretary] 19 23 EXHIBIT A [FORM OF DEBT WARRANT CERTIFICATE] [Face] Form of Legend if Offered Debt Securities with Debt [Prior to____________, this Debt Warrant Warrants which are not immediately detachable: Certificate may be [transferred or] exchanged if and only if the [Title of Offered Debt Security] to which it was initially attached is so [transferred or] exchanged.] Form of Legend if Debt Warrants are not immediately [Prior to _______________, Debt Warrants exercisable: evidenced by this Debt Warrant Certificate cannot be exercised.]
EXERCISABLE ONLY IF AUTHENTICATED BY THE DEBT WARRANT AGENT AS PROVIDED HEREIN VOID AFTER THE CLOSE OF BUSINESS ON , 19 THE CHASE MANHATTAN CORPORATION Warrant Certificate representing Debt Warrants to purchase [Title of Debt Warrant Securities] as described herein ___________________________________________ No. _________________________ Debt Warrants This certifies that [the bearer is the] [__________________ or registered assigns is the registered] owner of the above indicated number of Debt Warrants, each Debt Warrant entitling such [bearer [If Offered Debt Securities and Debt Warrants which are not immediately detachable --, subject to the bearer qualifying as a "Holder" of this Debt Warrant Certificate, as hereinafter defined]] [registered owner] to purchase, at any time [after the close of business on __________, 19__, and] at or before the close of business on ______________, 19__, $ _________ principal amount of [Title of Debt Warrant Securities] (the "Debt Warrant Securities") of The Chase A-1 24 Manhattan Corporation (the "Company") issued or to be issued under the Indenture (as hereinafter defined), on the following basis.* [During the period from _________, 19__ through and including ___________, 19__,] each Debt Warrant shall entitle the Holder thereof, subject to the provisions hereof, to purchase from the Company the principal amount of Debt Warrant Securities stated above in this Debt Warrant Certificate at the exercise price of __ % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Debt Warrant Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Debt Warrant Securities or, if no interest shall have been paid on the Debt Warrant Securities, from _________ 19__]; [in each case, the original issue discount ($_________ for each $l,000 principal amount of Debt Warrant Securities) will be amortized at a __% annual rate, computed on a[n] [semi-]annual basis[, using a 360-day year consisting of twelve 30-day months] (the "Exercise Price"). The Holder of this Debt Warrant Certificate may exercise the Debt Warrants evidenced hereby, in whole or in part, by surrendering this Debt Warrant Certificate, with the purchase form set forth hereon duly completed, accompanied [by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds]] [by the bank wire transfer in immediately available funds] [by surrender of the [specified aggregate principal amount of [identified securities]]], of the Exercise Price for each Debt Warrant exercised, to the Debt Warrant Agent (as hereinafter defined), at the corporate trust office of [name of Debt Warrant Agent], or its successor as debt warrant agent (the "Debt Warrant Agent") [or at _____________,] at the addresses specified on the reverse hereof and upon compliance with and subject to the conditions set forth herein and in the Debt Warrant Agreement (as hereinafter defined). This Debt Warrant Certificate may be exercised only for the purchase of Debt Warrant Securities in the principal amount of [$1,000] or any integral multiple thereof. The term "Holder" as used herein shall mean [If Offered Debt Securities and Debt Warrants which are not immediately detachable --, prior to _____________, 19__ (the "Detachable Date"), the [bearer] [registered owner] of the Company's [title of Offered Debt Securities] (the "Offered Debt Security") to which such Debt Warrant Certificate was initially attached, and after such Detachable Date,] [the bearer of such Debt Warrant Certificate] [the person in whose name at the time such Debt - -------------------- [FN] * Complete and modify the following provisions as appropriate to reflect the terms of the Debt Warrants and the Debt Warrant Securities. [/FN] A-2 25 Warrant Certificate shall be registered upon the books to be maintained by the Debt Warrant Agent for that purpose pursuant to Section 3.1 of the Debt Warrant Agreement (as hereinafter defined).] Any whole number of Debt Warrants evidenced by this Debt Warrant Certificate may be exercised to purchase Debt Warrant Securities in registered form. Upon any exercise of fewer than all of the Debt Warrants evidenced by this Debt Warrant Certificate, there shall be issued to the [bearer] [registered owner] hereof a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. This Debt Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement dated as of ___________, 19__ (the "Debt Warrant Agreement"), between the Company and the Debt Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the Holder of this Debt Warrant Certificate consents by acceptance hereof. Copies of the Debt Warrant Agreement are on file at the above-mentioned office of the Debt Warrant Agent [and at _____________]. The Debt Warrant Securities to be issued and delivered upon the exercise of Debt Warrants evidenced by this Debt Warrant Certificate will be issued under and in accordance with an [Indenture, dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991] (the "Indenture"), as supplemented from time to time, between the Company and Bankers Trust Company, a corporation organized under the laws of the State of New York, as trustee] [Amended and Restated Indenture, dated as of September 1, 1993 (the "Indenture"), as supplemented from time to time, between the Company and Chemical Bank, a national banking institution organized under the laws of the United States of America, as trustee] (such trustee, and any successors to such trustee, the "Trustee") and will be subject to the terms and provisions contained in the Debt Warrant Securities and in the Indenture. Copies of the Indenture, including the form of the Debt Warrant Securities, are on file at the corporate trust office of the Trustee [and at ________________]. [If Offered Debt Securities and Debt Warrants which are not immediately detachable -- Prior to the Detachable Date, this Debt Warrant Certificate may be exchanged [or transferred] only together with the [title of Offered Debt Security] (the "Offered Debt Security") to which this Debt Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt A-3 26 Security. Additionally, on or prior to the Detachable Date, each transfer of such Offered Debt Security [on the register of the Offered Debt Securities] shall operate also to transfer this Debt Warrant Certificate. After the Detachable Date, this] [If Offered Debt Securities and Debt Warrants which are immediately detachable or Debt Warrants alone -- This] Debt Warrant Certificate, and all rights hereunder, may be transferred [If bearer Debt Warrants -- by delivery and the Company and the Debt Warrant Agent may treat the bearer hereof as the owner for all purposes] [If registered Debt Warrants - -- when surrendered at the address specified on the reverse hereof [or______] by the registered owner or his assigns, in person by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Debt Warrant Agreement]. [If Offered Debt Securities and Debt Warrants which are not immediately detachable -- Except as provided in the immediately preceding paragraph, after] [If Offered Debt Securities and Debt Warrants which are immediately detachable or Debt Warrants alone -- After] authentication by the Debt Warrant Agent and prior to the expiration of this Debt Warrant Certificate, this Debt Warrant Certificate may be exchanged at the address specified on the reverse hereof [or at ________] for Debt Warrant Certificates representing the same aggregate number of Debt Warrants. This Debt Warrant Certificate shall not entitle the [bearer] [registered owner] hereof to any of the rights of a Holder of the Debt Warrant Securities, including, without limitation, the right to receive payments of principal of (and premium, if any) or interest, if any, on the Debt Warrant Securities or to enforce any of the covenants of the Indenture. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Debt Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Debt Warrant Agent. A-4 27 IN WITNESS WHEREOF, the Company has caused this Debt Warrant Certificate to be duly executed under its corporate seal. Dated: __________ THE CHASE MANHATTAN CORPORATION By ------------------------------ Attest: - ------------------------------------------ Countersigned: - ------------------------------------------ As Debt Warrant Agent By ---------------------------------------- Authorized Signature A-5 28 [REVERSE] [FORM OF DEBT WARRANT CERTIFICATE] (Instructions for Exercise of Debt Warrants) To exercise any Debt Warrants evidenced hereby, the Holder of this Debt Warrant Certificate must pay [in cash or by certified check or official bank check in New York Clearing House funds] [by the bank wire transfer in immediately available funds] [by the surrender of the [specified aggregate principal amount of [identified securities]]], the Exercise price in full for each of the Debt Warrants exercised, to___________________________ _______, Corporate Trust Department ,_____________________________________, Attn: __________________________ [or ], which payment should specify the name of the Holder of this Debt Warrant Certificate and the number of Debt Warrants exercised by such Holder. In addition, the Holder of this Debt Warrant Certificate should complete the information required below and present in person or mail by registered mail this Warrant Certificate to the Debt Warrant Agent at the addresses set forth below. [FORM OF EXERCISE] (To be executed upon exercise of Debt Warrants.) The undersigned hereby irrevocably elects to exercise __________________ Debt Warrants, represented by this Debt Warrant Certificate, to purchase $_________ principal amount of the [Title of Debt Warrant Securities] (the "Debt Warrant Securities") of The Chase Manhattan Corporation and represents that he has tendered payment for such Debt Warrant Securities [in cash or by certified check or official bank check in New York Clearing House funds] [by the bank wire transfer in immediately available funds] [by the surrender of the [specified aggregate principal amount of [identified securities]]] to the order of The Chase Manhattan Corporation, c/o: ______________________________ in the amount of $_______________________ in accordance with the terms hereof. The undersigned requests that said principal amount of Debt Warrant Securities be in [fully registered] [bearer] form, in the authorized denominations[, registered in such names] and delivered, all as specified in accordance with the instructions set forth below. If said principal amount of Debt Warrant Securities is less than all of the Debt Warrant Securities purchasable hereunder, the undersigned requests that a new Debt Warrant Certificate representing the remaining balance of the Debt Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: Name: --------------------------- (please print) A-6 29 __________________________________ (Insert Social Security or Other Identifying Number of Holder) Address ------------------------- ------------------------- Signature [If registered Debt Warrant -- (Signature must conform in all respects to name of Holder as specified on the face of this Debt Warrant Certificate and must bear a signature guaranteed by a bank, trust company or member broker of the New York Stock Exchange or other national stock exchange.)] This Debt Warrant may be exercised at the following addresses: By hand at -------------------------- -------------------------- -------------------------- -------------------------- By mail at -------------------------- -------------------------- -------------------------- -------------------------- (Instructions as to form and delivery of Debt Warrant Securities and/or Debt Warrant Certificates): A-7 30 [FORM OF ASSIGNMENT OF REGISTERED DEBT WARRANT] (TO BE EXECUTED TO TRANSFER THE DEBT WARRANT CERTIFICATE) FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers unto Please insert social security or other identifying number -------------------- - ------------------------------ (please print name and address including zip code) - --------------------------------------------------------------------------- the right represented by the within Debt Warrant Certificate and does hereby irrevocably constitute and appoint _________________, Attorney, to transfer said Debt Warrant Certificate on the books of the Debt Warrant Agent with full power of substitution. Dated: ------------------------------- Signature (Signature must conform in all respects to name of Holder as specified on the face of this Debt Warrant Certificate and must bear a signature guaranteed by a bank, trust company or member broker of the New York Stock Exchange [or other relevant stock exchanges]) Signature Guaranteed: - ----------------------------- A-8 EX-4.6 10 FORM OF CURRENCY WARRANT AGREEMENT 1 EXHIBIT 4.6 OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS ------------------------------------------------- THE CHASE MANHATTAN CORPORATION AND [NAME OF CURRENCY WARRANT AGENT] AS CURRENCY WARRANT AGENT ------------------------------ CURRENCY WARRANT AGREEMENT DATED AS OF [______________, 19__] ------------------------------- [UP TO _______] CURRENCY [PUT/CALL/SPREAD] WARRANTS EXPIRING [______________, 19__] ------------------------------------------------- 2 TABLE OF CONTENTS(1)
Page ---- ARTICLE I ISSUANCE, FORM, EXECUTION DELIVERY AND REGISTRATION OF CURRENCY WARRANTS SECTION 1.1 Issuance of Currency Warrants; Book-Entry Procedures; Successor Depositary; Status of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.2 Form, Execution and Delivery of the Currency Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION 1.3 Currency Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SECTION 1.5 Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE II DURATION AND EXERCISE OF CURRENCY WARRANTS SECTION 2.1 Duration of Currency Warrants; Minimum [and Maximum] Exercise Amounts; Notice of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 2.2 Exercise and Delivery of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 2.3 Automatic Exercise of the Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 SECTION 2.4 Covenant of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 2.5 Return of the Currency Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 2.6 Return of Moneys Held Unclaimed for Two Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 2.7 Designation of Agent for Receipt of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS SECTION 3.1 Owners of Currency Warrants May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE IV CANCELLATION OF CURRENCY WARRANTS SECTION 4.1 Cancellation of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 SECTION 4.2 Treatment of Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 - -------------------------------------------- (1) The Table of Contents is not a part of the Index Warrant Agreement.
i 3 ARTICLE V CONCERNING THE CURRENCY WARRANT AGENT SECTION 5.1 Currency Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SECTION 5.2 Conditions of Currency Warrant Agent's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE VI MISCELLANEOUS SECTION 6.1 Modification, Supplementation or Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 SECTION 6.2 Notices and Demands to the Company and Currency Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 6.4 Notices to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 6.7 Persons Having Rights Under the Currency Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 EXHIBIT A - Form of Currency Warrant Certificate EXHIBIT B - Form of Transfer of Currency Warrant Certificate EXHIBIT C-1 - Form of Exercise Notice from Depositary Participant EXHIBIT C-2 - Form of Exercise Notice from Owner EXHIBIT C-3 - Form of Notice of Rejection EXHIBIT C-4 - Form of Confirmation of Exercise EXHIBIT C-5 - Form of Confirmation of Exercise for Delayed Exercise Warrants EXHIBIT D-1 - Form of Depositary Participant Certificate EXHIBIT D-2 - Form of Owner Certificate
ii 4 CURRENCY WARRANT AGREEMENT THIS AGREEMENT, dated as of [__________________, 19__], between THE CHASE MANHATTAN CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company") and [name of Currency Warrant Agent], a [banking association] duly incorporated and existing under the laws of [_____], as Currency Warrant Agent (the "Currency Warrant Agent"), W I T N E S S E T H T H A T : WHEREAS, the Company proposes to sell currency warrants (the "Currency Warrants" or, individually, a "Currency Warrant") representing the right to receive from the Company the Cash Settlement Value (as defined herein) in [U.S. dollars] [other currency] of the right to [purchase/sell] [insert Base Currency] [amount] at a price determined by reference to [U.S. dollars] [other currency] (the "Reference Currency") and the formula set forth herein; and WHEREAS, the Company wishes the Currency Warrant Agent to act on behalf of the Company in connection with the issuance, transfer and exercise of the Currency Warrants, and wishes to set forth herein, among other things, the provisions of the Currency Warrants and the terms and conditions under which they may be issued, transferred, exercised and cancelled; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I ISSUANCE, FORM, EXECUTION DELIVERY AND REGISTRATION OF CURRENCY WARRANTS SECTION 1.1 Issuance of Currency Warrants; Book-Entry Procedures; Successor Depositary; Status of Warrants.(a) The Currency Warrants will be issued in book-entry form and represented by a single global certificate (the "Currency Warrant Certificate"). Each Currency Warrant shall represent the right, subject to the provisions contained herein and in the Currency Warrant Certificate, to receive the Cash Settlement Value (as defined in Section 2.2(f) hereof) of such Currency Warrant. Such Cash Settlement Value will be payable only in [U.S. dollars] [other currency]. References herein to [insert designation of Base Currency] are to the currency of [_______]. In no event shall any beneficial owner of Currency Warrants (an "Owner") be entitled to receive any interest on the Cash Settlement Value. A Currency Warrant will not require or entitle the Owner thereof to sell, deliver, purchase or take delivery of any [insert designation of Base Currency], nor will the Company be under any 5 obligation to, nor will it, purchase or take delivery, or sell or deliver, any [insert designation of Base Currency]. Owners will not be entitled to receive definitive certificates evidencing the Currency Warrants; provided, however, that if the Depositary (as defined in Section 1.1(b)) is at any time unwilling or unable to continue as Depositary for the Currency Warrants and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Currency Warrants in definitive form in exchange for the Currency Warrant Certificate. In addition, the Company may at any time determine not to have the Currency Warrants represented by a Currency Warrant Certificate and, in such event, will issue Currency Warrants in definitive form in exchange for the Currency Warrant Certificate. In either instance, and in accordance with the provisions of this Agreement, each Owner will be entitled to have a number of Currency Warrants equivalent to such Owner's beneficial interest in the Currency Warrant Certificate registered in its name and will be entitled to physical delivery of such Currency Warrants in definitive form by the Depositary Participant or Indirect Participant (as defined in Section 1.1(c)) through which such Owner's beneficial interest is reflected. The provisions of Section 1.5 shall apply only if and when Currency Warrants in definitive form ("Definitive Certificates") are issued hereunder. Unless the context shall otherwise require, all references in this Agreement to the Currency Warrant Certificate shall include the Definitive Certificates in the event that Definitive Certificates are issued. (b) The Currency Warrant Certificate shall be deposited with the Depositary or its agent (the term "Depositary", as used herein, initially refers to [The Depository Trust Company] and includes any successor depository selected by the Company as provided in Section 1.1(d)) for credit to the accounts of the Depositary Participants as shown on the records of the Depositary from time to time. (c) The Currency Warrant Certificate will be registered in the name of [a nominee of] the Depositary. [The Company has been informed by the Depositary that initially its nominee will be ________________.] The Currency Warrant holdings of Depositary Participants will be recorded on the books of the Depositary. The holdings of customers of Depositary Participants, including the holdings of Indirect Participants, will be reflected on the books and records of such Depositary Participants and will not be known to the Currency Warrant Agent, the Company or to the Depositary. "Depositary Participants" include securities brokers and dealers, banks and trust companies, clearing organizations and certain other organizations which are participants in the Depositary system and, for purposes of this Agreement, shall also mean participants in the book-entry system of any successor Depositary. Access to the Depositary's system is also available to others such as banks, securities 2 6 dealers and trust companies ("Indirect Participants") that clear or maintain a custodial relationship with a Depositary Participant, either directly or indirectly. The Currency Warrant holdings of Owners who are customers of Indirect Participants will be reflected on the books and records of Depositary Participants in the name of the respective Indirect Participants. The Currency Warrant Certificate will be held by the Depositary or its agent. Neither the Company nor the Currency Warrant Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of an Currency Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (d) The Company may from time to time select a new entity to act as Depositary and, if such selection is made, the Company shall promptly give the Currency Warrant Agent notice to such effect identifying the new Depositary and the Currency Warrant Certificate shall be delivered to the Currency Warrant Agent and shall be transferred to the new Depositary as provided in Section 1.4 as promptly as possible. Appropriate changes may be made in the Currency Warrant Certificate, the notice of exercise and the related notices delivered in connection with an exercise of Currency Warrants to reflect the selection of the new Depositary. (e) The Currency Warrants will constitute direct, unconditional and unsecured obligations of the Company and will rank on a parity with the Company's other existing and future unsecured contractual obligations and with the Company's existing and future unsecured and unsubordinated debt. SECTION 1.2 Form, Execution and Delivery of the Currency Warrant Certificate. The Currency Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A-1 hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Currency Warrant Certificate may have imprinted or otherwise reproduced thereon such letters, number or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Currency Warrants may be listed, or of the Depositary, or to conform to usage. The Currency Warrant Certificate shall be signed on behalf of the Company by its [_____________________________] or any [____________________], manually or by facsimile signature, and its corporate seal or a facsimile thereof shall be impressed, imprinted or engraved 3 7 thereon, which shall be attested by its Secretary or any Assistant Secretary, either manually or by facsimile signature. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of the Currency Warrant Certificate that has been duly countersigned and delivered by the Currency Warrant Agent. In case any officer of the Company who shall have signed the Currency Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before the Currency Warrant Certificate so signed shall have been countersigned and delivered by the Currency Warrant Agent to the Company or delivered by the Company, such Currency Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Currency Warrant Certificate had not ceased to be such officer of the Company; and the Currency Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Currency Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such an officer. SECTION 1.3 Currency Warrant Certificate. One or more Currency Warrant Certificates [relating to no more than _____________ Currency Warrants originally issued] may be executed by the Company and delivered to the Currency Warrant Agent on or after the date of execution of this Agreement; provided that only one Currency Warrant Certificate shall be outstanding at any one time. The Currency Warrant Agent is authorized, upon receipt of a Currency Warrant Certificate from the Company, duly executed on behalf of the Company, to countersign such Currency Warrant Certificate. The Currency Warrant Certificate shall be manually countersigned and dated the date of countersignature by a duly authorized representative of the Currency Warrant Agent and shall not be valid for any purpose unless so countersigned. The Currency Warrant Agent shall countersign and deliver the Currency Warrant Certificate to or upon the written order of the Company. The Currency Warrant Certificate may be exchanged for a new Currency Warrant Certificate to reflect the issuance by the Company of additional Currency Warrants [; provided, however, that in no event shall the number of Currency Warrants represented by the Currency Warrant Certificate exceed ___________ originally issued]. To effect such an exchange the Company shall deliver to the Currency Warrant Agent a new Currency Warrant Certificate duly executed on behalf of the Company as provided in Section 1.2. The Currency Warrant Agent shall countersign the new Currency Warrant Certificate as provided in this Section 1.3 and, upon a written order of the Company, shall deliver the new Currency Warrant Certificate to 4 8 the Depositary in exchange for, and upon receipt of, the Currency Warrant Certificate then held by the Depositary. The Currency Warrant Agent shall cancel the Currency Warrant Certificate delivered to it by the Depositary and return the cancelled Currency Warrant Certificate to the Company. SECTION 1.4 Registration of Transfers and Exchanges. Except as otherwise provided herein or in the Currency Warrant Certificate, the Currency Warrant Agent shall from time to time register the transfer of the Currency Warrant Certificate in the records of the Currency Warrant Agent only to the Depositary, or to a nominee of the Depositary, upon surrender of such Currency Warrant Certificate, duly endorsed and accompanied by a written instrument or instruments of transfer in the form of Exhibit B hereto, duly signed by the registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a U.S. national securities exchange. Upon any such registration of transfer, the Company shall execute and the Currency Warrant Agent shall countersign and deliver in the name of the designated transferee a new Currency Warrant Certificate of like tenor and representing a like number of unexercised Currency Warrants as evidenced by the Currency Warrant Certificate at the time of such registration of transfer. The Currency Warrant Certificate may be transferred as provided above at the option of the registered Holder thereof when surrendered to the Currency Warrant Agent at its office or agency maintained for the purpose of transferring and exercising the Currency Warrants, which shall be [south of Chambers Street in the Borough of Manhattan, The City of New York] (the "Currency Warrant Agent Office"), and which is, on the date of this Agreement, [_____________, New York, New York ______, Attention: _______], or at the office of any successor Currency Warrant Agent as provided for in Section 5.4, for another Currency Warrant Certificate of like tenor and representing a like number of unexercised Currency Warrants. SECTION 1.5 Definitive Certificates. Any Definitive Certificates issued in accordance with Section 1.1(a) shall be in registered form substantially in the form set forth in Exhibit A-2 hereto, with such appropriate insertions, omissions, substitutions and other variations as are necessary or desirable for individual Definitive Certificates, and may represent any integral multiple of Currency Warrants. The Definitive Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) that are not 5 9 inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Currency Warrants may be listed, or of the Depositary, or to conform to usage. Definitive Certificates shall be signed on behalf of the Company upon the same conditions, in substantially the same manner and with the same effect as the Currency Warrant Certificate. Each Definitive Certificate, when so signed on behalf of the Company, shall be delivered to the Currency Warrant Agent, which shall manually countersign and deliver the same to or upon the written order of the Company. Each Definitive Certificate shall be dated the date of its countersignature. No Definitive Certificate shall be valid for any purpose, and no Currency Warrant evidenced thereby shall be exercisable, until such Definitive Certificate has been countersigned by the manual signature of a duly authorized representative of the Currency Warrant Agent. Such signature by the Currency Warrant Agent upon any Definitive Certificate executed by the Company shall be conclusive evidence that the Definitive Certificate so countersigned has been duly issued hereunder. Definitive Certificates delivered in exchange for the Currency Warrant Certificate shall be registered in such names and addresses (including tax identification number) and in such denomination as shall be requested in writing by the Depositary or its nominee in whose name the Currency Warrant Certificate is registered, upon written certification to the Company and the Currency Warrant Agent, in a form satisfactory to each of them, of the applicable beneficial ownership interests in the Currency Warrant Certificate. The Company shall cause to be kept at an office of the Currency Warrant Agent in New York City a register (the register maintained in such office and in any other office or agency maintained by or on behalf of the Company for such purpose being herein sometimes collectively referred to as the "Currency Warrant Registrar") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of and transfers of Definitive Certificates. The Currency Warrant Agent is hereby appointed "Currency Warrant Register" for the purpose of registering Definitive Certificates and transfers of Definitive Certificates as herein provided. For purposes of this Section 1.5, a "Holder of a Definitive Certificate" at any particular time is the person in whose name such Definitive Certificate is registered in the Currency Warrant Register at such time. 6 10 Upon surrender for registration of transfer of any Definitive Certificate at an office or agency of the Company maintained for such purpose, the Company shall execute, and the Currency Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Definitive Certificates of like tenor and representing a like number of unexercised Currency Warrants. At the option of the Holder of a Definitive Certificate, Definitive Certificates may be exchanged for other Definitive Certificates of like tenor and representing a like number of unexercised Currency Warrants, upon surrender of the Definitive Certificates to be exchanged at such office or agency. Whenever any Definitive Certificates are so surrendered for exchange, the Company shall execute, and the Currency Warrant Agent shall countersign and deliver, the Definitive Certificates which the Holder of a Definitive Certificate making the exchange is entitled to receive. All Definitive Certificates issued upon any registration of transfer or exchange of Definitive Certificates shall be valid obligations of the Company, evidencing the same obligations of the Company, and entitled to the same benefits under this Currency Warrant Agreement, as the Definitive Certificates surrendered upon such registration of transfer or exchange. Every Definitive Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Currency Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Currency Warrant Registrar duly executed, by the Holder of a Definitive Certificate thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Definitive Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Definitive Certificates. In the event that upon any exercise of Currency Warrants evidenced by a Definitive Certificate the number of Currency Warrants exercised shall be less than the total number of Currency Warrants evidenced by such Definitive Certificate, there shall be issued to the Holder thereof or its assignee a new Definitive Certificate evidencing the number of Currency Warrants not exercised. If any mutilated Definitive Certificate is surrendered to the Currency Warrant Agent, the Company shall execute and the Currency Warrant Agent shall countersign and deliver in exchange 7 11 therefor a new Definitive Certificate of like tenor representing a like number of unexercised Currency Warrants and bearing a number not contemporaneously outstanding. If there shall be delivered by a Holder of a Definitive Certificate to the Company and the Currency Warrant Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Definitive Certificate and of ownership thereof, (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and (iii) funds sufficient to cover any cost or expense to the Company (including any fees charged by the Currency Warrant Agent) relating to the issuance of a new Definitive Certificate, then, in the absence of notice to the Company or the Currency Warrant Agent that such Definitive Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Currency Warrant Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Definitive Certificate, a new Definitive Certificate of like tenor representing a like number of unexercised Currency Warrants and bearing a number not contemporaneously outstanding. In case the Currency Warrants evidenced by any such mutilated, destroyed, lost or stolen Definitive Certificate have been exercised, or have been or are about to be deemed to be exercised, the Company in its discretion may, instead of issuing a new Definitive Certificate, treat the same as if it had received written irrevocable notice of exercise in good form in respect thereof, as provided herein. Every new Definitive Certificate issued pursuant to this Section 1.5 in lieu of any mutilated, destroyed, lost or stolen Definitive Certificate shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Definitive Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Currency Warrant Agreement equally and proportionately with any and all other Definitive Certificates duly issued hereunder. The provisions of this Section 1.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Definitive Certificates. Prior to due presentment of a Definitive Certificate for registration of transfer, the Company, the Currency Warrant Agent and any agent of the Company or the Currency Warrant Agent may treat the person in whose name such Definitive Certificate is registered as the owner of such Definitive Certificate for all purposes hereunder whatsoever, whether or not such Definitive Certificate be exercised or deemed to be exercised and neither 8 12 the Company, the Currency Warrant Agent nor any agent of the Company or the Currency Warrant Agent shall be affected by notice to the contrary. All Definitive Certificates surrendered for exercise, registration of transfer or exchange shall, if surrendered to any person other than the Currency Warrant Agent, be delivered to the Currency Warrant Agent and shall be promptly cancelled by it and shall not be reissued. The Company may at any time deliver to the Currency Warrant Agent for cancellation any Definitive Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Definitive Certificates so delivered shall be promptly cancelled by the Currency Warrant Agent. No Definitive Certificates shall be countersigned in lieu of or in exchange for any Definitive Certificate cancelled as provided in this Section 1.5, except as expressly permitted by this Currency Warrant Agreement. All cancelled Definitive Certificates held by the Currency Warrant Agent shall be disposed of as directed by the Company. ARTICLE II DURATION AND EXERCISE OF CURRENCY WARRANTS SECTION 2.1 Duration of Currency Warrants; Minimum [and Maximum] Exercise Amounts; Notice of Exercise. (a) Subject to the limitations described herein, each Currency Warrant evidenced by the Currency Warrant Certificate or Definitive Certificates may be irrevocably exercised in whole but not in part [on any New York Business Day from the date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Currency Warrants expires or, if such date is not a New York Business Day (as defined in Section 2.1(c) below), on the next succeeding New York Business Day] [___________ __, 199_] (the "Expiration Date") or (ii) the date of automatic exercise as provided in Section 2.3. [There is no exercise price payable by any Owner in connection with the exercise of an Currency Warrant.] [The exercise price for each Currency Warrant is [$_____] and shall be payable by the Owner of such Currency Warrant in [U.S. dollars] [other currency] (the "Exercise Price")]. Each Currency Warrant may be exercised by (a) transfer of the related Currency Warrants on the records of the Depositary free to the Currency Warrant Agent Depositary Participant Account (entitled [______]), or such other account of the Currency Warrant Agent at the Depositary as the Currency Warrant Agent shall specify (the "Currency Warrant Account"), in the case of Currency Warrants represented by the Currency Warrant Certificate, or surrender of the Definitive Certificate or Certificates to the Currency Warrant Agent at the Currency Warrant Agent's Office, in the case of Currency Warrants represented by Definitive Certificates, (b) except in the case of 9 13 automatic exercise or cancellation, delivery of written notice (an "Exercise Notice") to the Currency Warrant Agent from a Depositary Participant acting on behalf of the Owner of such Currency Warrant, in the event that the Currency Warrants are represented by the Currency Warrant Certificate, or from the Owner, in the event that the Currency Warrants are represented by Definitive Certificates; provided, however, that Exercise Notices are subject to rejection by the Currency Warrant Agent as provided herein [and (c) the payment in full to the Currency Warrant Agent of the Exercise Price [[in U.S. dollars] [other currency] [in cash or by certified or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]] payable to the account of the Company]. (b) Not fewer than the minimum number [or more than the maximum number] of Currency Warrants as set forth in the Currency Warrant Certificate or Definitive Certificate, as the case may be, may be exercised by or on behalf of any one Owner at any one time, except that no such minimum [or maximum] exercise amount shall apply in the case of exercise (or deemed exercise) on the Expiration Date. The Exercise Notice, which shall be irrevocable, shall be in substantially the form set forth in Exhibit C-1 hereto in the case that the Currency Warrants are represented by the Currency Warrant Certificate, and in substantially the form set forth in Exhibit C-2 hereto in the case that the Currency Warrants are represented by Definitive Certificates, and shall be sent to the Currency Warrant Agent in writing (which shall include facsimile transmissions, followed promptly by an executed original, but the date and time of receipt of such transmission shall be the effective date and time of such notice) at its address as set forth in such Exercise Notice or at such other address as the Currency Warrant Agent may specify from time to time. An irrevocable Exercise Notice may be conditioned as set forth in Section 2.2(a), but shall otherwise be unconditional. (c) As used herein, "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange], [American Stock Exchange] or [relevant options and futures exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close. Except as provided in Section 2.2(b), the Currency Warrant Agent and the Company shall be entitled to rely conclusively on any Exercise Notice received by them with no duty of inquiry by either of them. SECTION 2.2 Exercise and Delivery of Currency Warrants. (a) Except in the case of automatic exercise as provided in Section 2.3, and subject to Sections 2.2(b)(i) and 2.2(e), the exercise date (the "Exercise Date") for a Currency Warrant shall be [(i) if the Currency Warrant Agent receives 10 14 delivery of such Currency Warrant [, the Exercise Price] and an Exercise Notice in good order at or prior to [1:30 P.M.], New York City time on a New York Business Day, then such New York Business Day and (ii) otherwise the New York Business Day next succeeding the day on which the Currency Warrant Agent receives such Currency Warrant [, such Exercise Price] and such Exercise Notice] [_____________ __, 199_]. Any Exercise Notice received after [1:30 P.M.], New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered or made, as the case may be. The provisions of Section 2.3 shall apply to any Currency Warrants to which such late delivery of an Exercise Notice applied. The "Designated Exercise Date" for a Currency Warrant is the date that, but for Section 2.2(e), would be the Exercise Date for such Currency Warrant. [Notwithstanding anything in this Agreement to the contrary, if a Depositary Participant (or Owner in the event Definitive Certificates are issued) has specified in its irrevocable Exercise Notice that such Exercise Notice is conditional (a "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of this Agreement) if [the Spot Rate (as defined in Section 2.2(f)) on the Valuation Date (as defined below) (such Spot Rate, the "Reference Rate") is more than [____________ ] [above](1) [below](2) the Spot Rate currency on the Designated Exercise Date (or if such Designated Exercise Date is not a Currency Country Business Day (as defined above), on the immediately preceding Currency Country Business Day)]. As used in this Section 2.2, the "Valuation Date" for a Currency Warrant shall be the Currency Country Business Day next succeeding the New York Business Day on which the Currency Warrant Agent has received (i) delivery of such Currency Warrant [on the records of the Depository free to the Currency Warrant Account] [at the place or places set forth in the Currency Warrant Certificate] [, accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Currency Warrant in good order in the form of Exhibit [C-1] [C-2] to the Currency Warrant Agreement, at or prior to [1:30 P.M.] New York City time, and if the Currency Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the "Valuation Date" shall be the next Currency Country Business Day following the New York Business Day following the New York Business Day on which the Currency Warrant Agent received such Currency Warrant and such Exercise Notice. In such event, the Currency Warrants delivered to the Currency Warrant Agent with such Conditional Exercise Notice shall be redelivered free through the facilities of the Depositary to the account of such Depositary Participant (or returned to the - -------------------------------------------- [FN] (1) In case of Currency Put Warrants. (2) In the case of Currency Put Warrants. [/FN] 11 15 appropriate Owner by first class mail at the expense of the Company in the event that Definitive Certificates are issued) together with a notice of rejection substantially in the form set forth in Exhibit C-3 hereto.] As used herein, "Currency Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other day on which banking institutions generally in [name of Currency country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] are not open for business. (b) Following receipt of the Currency Warrants[, the Exercise Price] and the Exercise Notice related to such Currency Warrants, the Currency Warrant Agent shall: [(i) deposit all funds received by it as payment for the exercise of Currency Warrants to the account of the Company maintained with it for such purpose on the date on which such Currency Warrant is deemed exercised [(unless otherwise instructed in writing by the Company)], advise the Company by telephone and in writing, by facsimile transmission or otherwise, at the end of each day on which such payment is received of the amount so deposited to its account.] (ii) promptly determine whether the Definitive Certificate is in proper form, in the case of Currency Warrants represented by a Definitive Certificate, [whether the Exercise Price has been paid in full in proper form] and whether the Exercise Notice has been duly completed and is in proper form and, in the case of Currency Warrants represented by the Currency Warrant Certificate, promptly verify that the entity that executed such notice is listed as a Depositary Participant in the most recent published edition of the Depositary's Eligible Corporate Securities Book (or comparable publication of a successor Depositary) and, if such entity is not listed therein, the Currency Warrant Agent shall make reasonable efforts to obtain telephonic verification from the Depositary's [Planning] Department (telephone no. (or comparable department of a successor Depositary) that such entity is a Depositary Participant. If the Currency Warrant Agent is unable through the above-described procedures to verify that such entity is a Depositary Participant or, in any case, if the Currency Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, that the Definitive Certificate is not in proper form, [or that the Exercise Price has not been paid in full in proper form,] the Currency Warrant Agent shall reject the Exercise Notice and shall send to the entity that executed such notice (or in the event Definitive Certificates have been issued, to the Owner), a notice of rejection substantially 12 16 in the form set forth in Exhibit C-3 hereto and redeliver the Currency Warrants to which such rejected Exercise Notice relates free through the facilities of the Depositary to the account from which they were transferred (or in the event Definitive Certificates have been issued, to the Owner) [and redeliver any payment of the Exercise Price which accompanied such rejected Exercise Notice free through the facilities of the Depositary to the account from which such payment was transferred (or in the event Definitive Certificates have been issued, to the Owner)]; (iii) notify the Company by 5:00 P.M., New York City time, on the New York Business Day such Exercise Notice is received (or deemed to have been received) of the number of Currency Warrants in respect of which Exercise Notices, not rejected pursuant to clause (ii) above, were received (or deemed to have been received) at or prior to [1:30 P.M.], New York City time, on such date and the number of Conditional Exercise Notices (and the number of Currency Warrants to which such Conditional Exercise Notices relate); (iv) before 5:00 P.M., New York City time, on the first Currency Country Business Day following the Designated Exercise Date for such Currency Warrants (or, if such Currency Country Business Day is not a New York Business Day, on the next succeeding New York Business Day), (x) after obtaining the Reference Rate (as defined in Section 2.2(a)), determine whether any Conditional Exercise Notices have become void pursuant to Section 2.2(a), and if so, promptly notify the Company and send notice in the form of Exhibit C-3 hereto to the appropriate Depositary Participant or Owner, as the case may be, and (y) determine the aggregate number of Currency Warrants covered by Exercise Notices that have not become void pursuant to Section 2.2(a) or been rejected pursuant to Section 2.2(b)(i) (the "Tendered Currency Warrants"); (v) by 5:00 P.M., New York City time, on the first Currency Country Business Day following the Designated Exercise Date for the Tendered Currency Warrants (or the New York Business Day immediately succeeding such Currency Country Business Day if such Currency Country Business Day is not a New York Business Day) covered by such Exercise Notice determine pursuant to Section 2.2(e) the number of such Tendered Currency Warrants for which the Designated Exercise Date shall be the Exercise Date (such Tendered Currency Warrants, "Exercised Currency Warrants"); (vi) by 5:00 P.M., New York City time, on the Valuation Date (or the New York Business Day immediately succeeding the Valuation Date if the Valuation Date is not a New York Business Day) (x) obtain the Spot Rate (as defined 13 17 in Section 2.2(f)) [and the exchange rate] to be used to determine the Cash Settlement Value, in each case, applicable to such Exercised Currency Warrants, (y) calculate and advise the Company of the aggregate Cash Settlement Value with respect to such Exercised Currency Warrants and (z) send notice of confirmation of exercise in the form set forth in Exhibit C-4 hereto (or, if applicable, Exhibit C-5 hereto) to such Depositary Participant (or in the event Definitive Certificates have been issued, to the Owners); and (vii) promptly deliver a copy of such Exercise Notices to the Company and advise the Company of such other matters relating to any of the Currency Warrants covered thereby, whether or not they constitute Tendered Currency Warrants or Exercised Currency Warrants, as the Company shall reasonably request. Any notice to be given to the Company by the Currency Warrant Agent pursuant to this Section 2.2 or Section 2.3 shall be by telephone (promptly confirmed in writing) or telecopy (receipt to be promptly confirmed by telephone). Any notice to be given to any Spot Rate Reference Bank (as defined in Section 2.2(e)) pursuant to this Section 2.2 or Section 2.3 shall be by facsimile transmission to the address of such Spot Rate Reference Bank set forth in Section 6.3. (c) With respect to all Currency Warrants duly exercised or deemed exercised on a date, the Company shall make available to the Currency Warrant Agent, on or before [1:30 P.M.] New York City time, on the fifth New York Business Day following the Valuation Date for the relevant Currency Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date") funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Exercised Currency Warrants. Provided that the Company has made adequate funds available to the Currency Warrant Agent in a timely manner, which shall, in no event, be later than [1:30 P.M.], New York City time, the Currency Warrant Agent will make payment available in the form of a check [or bank wire transfer if the payment is greater than $________] (i) in the case of exercise of Currency Warrants represented by the Currency Warrant Certificate, to the appropriate Depositary Participant after [1:30 P.M.], New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the Cash Settlement Value in respect of the Exercised Currency Warrants exercised by such Depositary Participant and (ii) in the case of exercise of Currency Warrants represented by Definitive Certificates, to the appropriate Owner after [1:30 P.M.], New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the Cash Settlement Value of the Exercised Currency Warrants exercised by such Owner. In the case 14 18 of payments by the Currency Warrant Agent to a Depositary Participant, such Depositary Participant shall be responsible for crediting the Cash Settlement Value of such Currency Warrants to the appropriate Owner. (d) The Currency Warrant Agent promptly shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Currency Warrants represented by the Currency Warrant Certificates or Definitive Certificates, as the case may be, by the number of such Currency Warrants (i) for which it has received Exercise Notices in proper form, (ii) that were delivered to the Currency Warrant Account, in the case of Currency Warrants represented by the Index Warrant Certificate, or that were surrendered to the Index Warrant Agent in the case of Index Warrants represented by Definitive Certificates and (iii) for which payment has been made as provided in Section 2.2(c) promptly after such delivery and payment. (e) In the event that the aggregate number of Tendered Currency Warrants with respect to any single Designated Exercise Date (as determined by the Currency Warrant Agent pursuant to Section 2.2(b)(iii) shall equal or exceed [_____] (such number, the "Maximum Exercisable Number"), the provisions of this Section 2.2(e) shall apply to the exercise of such Currency Warrants. (i) The Company may, at its sole option, notify the Currency Warrant Agent in writing (including by facsimile transmission) not later than [_______], New York City time, on the first Currency Country Business Day following such Designated Exercise Date (or, if such Currency Country Business Day is not a New York Business Day, on the next succeeding New York Business Day) to the effect that the Company has elected to exercise its option under this Section 2.2(e) to limit the number of Currency Warrants for which the Exercise Date will occur on such Designated Exercise Date to a number (the "Elected Maximum Number") not smaller than the Maximum Exercisable Number. If the Currency Warrant Agent shall not have received such notice by such time, none of the following provisions in this Sections 2.2(e) shall apply to such Tendered Currency Warrants, such Designated Exercise Date shall be the Exercise Date for such Tendered Currency Warrants and all of such Tendered Currency Warrants shall be deemed to be "Exercised Currency Warrants" for purposes of Section 2.2(b). (ii) If the Currency Warrant Agent shall have received the notice contemplated by clause (i) above by the time specified in such clause (i), then prior to 5:00 P.M., New York City time, on the first Currency Country Business Day following such Designated Exercise Date (or, if such 15 19 Currency Country Business Day is not a New York Business Day, on the next succeeding New York Business Day), the Currency Warrant Agent shall select [by lot or such other method as the Warrant Agent deems appropriate] from all such Tendered Currency Warrants, subject to clause (iii) below, Tendered Currency Warrants for which the Exercise Date will occur on such Designated Exercise Date in an aggregate amount equal to the Elected Maximum Number. Only the Tendered Currency Warrants so selected shall be deemed to be "Exercised Currency Warrants" for purposes of Section 2.2(b). The Tendered Warrants not so selected are referred to herein as "Delayed Exercise Currency Warrants" and shall be subject to exercise as provided in clause (iii) below. (iii) For purposes of this Section 2.2, each Delayed Exercise Currency Warrant shall be deemed to have a new Designated Exercise Date on the New York Business Day next succeeding the original Designated Exercise Date, and this Section 2.2 shall apply as if one or more Exercise Notices with respect to the Delayed Exercise Currency Warrants had been received by the Currency Warrant Agent prior to [1:30 P.M.], New York City time, on such New York Business Day (except that (x) any Delayed Exercise Currency Warrant with respect to which any such deemed Designated Exercise Date is on or after the [_____] New York Business Day preceding the Expiration Date will be subject to Automatic Exercise as provided in Section 2.3, (y) the Reference Rate for any Delayed Exercise Currency Warrant covered by a Conditional Exercise Notice shall in any event be determined by reference to the original Designated Exercise Date therefor (of, if applicable, the first Currency Country Business Day preceding such original Designated Exercise Date) and (z) the notice of confirmation of exercise with respect to Delayed Exercise Currency Warrants given by the Currency Warrant Agent pursuant to Section 2.2(b)(v) shall be in the form set forth in Exhibit C-5 hereto); provided, however, that, other than in the case of an Automatic Exercise, in the event that the aggregate number of such Delayed Exercise Currency Warrants, together with any additional Tendered Currency Warrants for which the Designated Exercise Date is such New York Business Day, shall again exceed the Maximum Exercisable Number, the provisions of this Section 2.2(e) shall apply, mutatis mutandis, to the exercise of such Delayed Exercise Currency Warrants and such additional Tendered Currency Warrants; and provided, further, however, that such Delayed Exercise Currency Warrants shall in any event be given priority over such additional Tendered Currency Warrants in the selection pursuant to clause (ii) above, and among such Delayed Exercise Currency Warrants, priority in such selections shall be given to Currency Warrants in the order of their original Designated Exercise Dates, with Currency Warrants having the same original 16 20 Designated Exercise Date being selected by lot as described in Section 2.2(e)(ii) above. (iv) In connection with any issuance by the Company of additional Currency Warrants under this Agreement, the Company has the right, but is not obligated, to increase the Maximum Exercisable Number. (f) For the purposes of this Currency Warrant Agreement: Except as provided in Section 2.3, "Cash Settlement Value" of an Exercised Currency Warrant is an amount stated in [U.S. dollars] [other currency] which is the greater of (i) zero and (ii) the amount computed by subtracting [from (a constant, e.g., 50)](3) [(a constant, e.g., 50) from](4) an amount equal to [such a constant] multiplied by a fraction, the numerator of which is [insert a pre-established amount of Base Currency per [[U.S. dollar] [other currency]] (the "Strike Price") and the denominator of which is the Spot Rate on the Designated Exercise date. The "Spot Rate" on such Designated Exercise Date shall mean the offered spot rate of [insert Base Currency] per [U.S. dollar] [other currency] as quoted by [________________] (the "Spot Rate Reference Bank") at 10:00 A.M., New York City time, on such date or, if such bank is not quoting such rate at such time, the rate quoted by such other leading bank in the foreign exchange markets as may be selected by the Company in good faith and notified to the Currency Warrant Agent. The offered spot rate of any applicable currency shall be calculated to four (4) decimal places.] [The exchange rate (or manner of calculating such rate) for conversion of the [Strike Price], [the Exercise Price] and the [Spot Rate] into U.S. dollars shall be [______] [set forth such rate or manner of calculating such rate] and shall be obtained by the Currency Warrant Agent. "U.S. dollars", "U.S.$" or "$" are references to the currency of the United States of America. "[Currency]" [ or "_______" are references to the currency of [name of other country]).(5) SECTION 2.3 Automatic Exercise of the Currency Warrants. (a) All Currency Warrants with respect to which (i) there has been no proper delivery to the Currency Warrant Account, in the case of Currency Warrants represented by the Currency Warrant Certificate, or which have not been surrendered - -------------------------------------------------- [FN] (3) In case of Currency Call Warrants. (4) In the case of Currency Call Warrants. (5) In case of Index Put Warrants or Index Call Warrants. [/FN] 17 21 to the Currency Warrant Agent, in the case of Currency Warrants represented by Definitive Certificates, or no valid Exercise Notice has been received by the Currency Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Currency Warrants, (ii) the Exercise Date for which has been postponed pursuant to Section 2.2(e) to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Currency Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Currency Warrants have not been listed on another U.S. national securities exchange or quoted through a self-regulatory organization (a "Self Regulatory Organization") in the United States which operates pursuant to rules and regulations of a self-regulatory organization that are filed with the Securities and Exchange Commission (the "Commission") pursuant to Section 19(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Currency Warrant Agent. By 5:00 P.M., New York City time, on the Expiration Date, the Currency Warrant Agent shall advise the Company of the number of unexercised Currency Warrants outstanding after [1:30 P.M.], New York City time, on such day. The Valuation Date for such Currency Warrants shall be the first Currency Country Business Day following such Expiration Date. (b) On the Valuation Date for the Currency Warrants (or, if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day), the Currency Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f)) of the Currency Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M., New York City time, on such Valuation Date (or, if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day) of the Cash Settlement Value with respect to such Currency Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Currency Warrants as the Company shall reasonably request. [Following the Expiration Date, the Depositary shall deliver to the Currency Warrant Agent one or more certificates from the appropriate Depositary Participant in the form of Exhibit D-1 attached hereto, dated no earlier than the Expiration Date, executed by such Depositary Participant, setting forth the total number of automatically exercised Currency Warrants. In the event that the Currency Warrants automatically exercised are represented by Definitive Certificates, the appropriate Owner will deliver to the Currency Warrant Agent (x) the Definitive Warrant Certificates to be automatically exercised and (y) a certificate in the form of Exhibit D-2 hereto, dated no earlier than the Expiration Date setting forth the number of Currency Warrants automatically exercised. On the Expiration Date all the Currency 18 22 Warrants will be cancelled and will represent only a right to receive [(i)] the Cash Settlement Value [(ii) minus the Exercise Price]. (c) Provided that the Company has made adequate funds available to the Currency Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Currency Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Currency Warrant Agent will make payment available in the form of a check [or a bank wire transfer if the payment is greater than $___________] (i) in the event that the automatically exercised Currency Warrants are represented by the Currency Warrant Certificate, to the Depositary, after [1:30 P.M.], New York City time, but prior to the close of business, on the fifth New York Business Day following the Valuation Date for such automatically exercised Currency Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check to be in the amount of [(i)] the aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Currency Warrants that have been automatically exercised and transferred to the Currency Warrant Account, and (ii) in the event that the automatically exercised Currency Warrants are represented by Definitive Certificates, to the appropriate Owner, after [1:30 P.M.], New York City time, but prior to the close of business, on the fifth New York Business Day following the Valuation Date for such automatically exercised Currency Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check in the amount of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] of the automatically exercised Currency Warrants delivered to the Currency Warrant Agent by such Owner; provided, however, that the Currency Warrant Agent shall withhold payment of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Currency Warrants for which the Currency Warrant Agent has not received [(i)] the related Currency Warrants through transfer of such Currency Warrants to the Currency Warrant Account, in the case of Currency Warrants represented by the Currency Warrant Certificate, or through delivery of the Definitive Certificates, in the case of Currency Warrants represented by Definitive Certificates. If pursuant to the immediately preceding sentence the Currency Warrant Agent has not withheld payment with respect to any Currency Warrants, the Currency Warrant Agent shall promptly cancel the Currency Warrant Certificate representing the Currency Warrants automatically exercised pursuant to this Section and deliver it to the Company. If the Currency Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Currency Warrants, the Currency Warrant Agent shall act as a successor 19 23 Depositary and cancel the Currency Warrant Certificate and deliver it to the Company only upon [receipt of Certificates in the form of Exhibit D-1 to this Agreement from the appropriate Depositary Participants with respect to all of the Currency Warrants then evidenced by the Currency Warrant Certificate and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Currency Warrant Agent's sole responsibility as successor Depositary with respect to the Unexercised Currency Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Currency Warrants upon receipt of [(i)] the related Currency Warrants [and (ii) certificates in the form of Exhibits C-1 and C-2 to this Agreement from the appropriate Depositary Participants and Owners, respectively]. SECTION 2.4 Covenant of the Company. The Company covenants, for the benefit of the Owners, that (i) it will cause the Currency Warrants to be listed on [name of U.S. national securities exchange] and (ii) until the Expiration Date, it will not seek the delisting of the Currency Warrants from, or permanent suspension of their trading on, [name of U.S. national securities exchange] unless prior to such delisting or suspension the Currency Warrants shall have been listed, and shall be trading, on another U.S. national securities exchange or shall be quoted through a Self-Regulatory Organization. SECTION 2.5 Return of the Currency Warrant Certificate. At such time as all of the Currency Warrants have been exercised, deemed automatically exercised or otherwise cancelled, the Currency Warrant Agent shall return the cancelled Currency Warrant Certificate to the Company. SECTION 2.6 Return of Moneys Held Unclaimed for Two Years. Any moneys deposited with or paid to the Currency Warrant Agent for the payment of the Cash Settlement Value of any Currency Warrants and not applied but remaining unclaimed for two years after the date upon which such Cash Settlement Value shall have become due and payable, shall be repaid by the Currency Warrant Agent to the Company, and the Owner of such Currency Warrants shall thereafter look only to the Company for any payment which such Owner may be entitled to collect and all liability of the Currency Warrant Agent with respect to such moneys shall thereupon cease; provided, however, that the Currency Warrant Agent, before making any such repayment, may at the expense of the Company notify the Owners concerned that said moneys have not been so applied and remain unclaimed and that after a date named therein any unclaimed balance of said moneys then remaining will be returned to the Company. SECTION 2.7 Designation of Agent for Receipt of Notice. The Company may from time to time designate in writing to the Currency Warrant Agent a designee for receipt of all 20 24 notices to be given by the Currency Warrant Agent pursuant to this Article II and all such notices thereafter shall be given in the manner herein provided by the Currency Warrant Agent to such designee and each such notice shall be as effective as if given directly to the Company. ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS SECTION 3.1 Owners of Currency Warrants May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Owner, without the consent of the Currency Warrant Agent, may, in and for his own behalf and for his own benefit, enforce and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise and to receive payment for his Currency Warrants as provided in the Currency Warrant Certificate and in this Agreement. SECTION 3.2 Consolidation, Merger or Other Disposition. If at any time the Company shall consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to another person, then in any such event the successor or assuming corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named as the Company herein and in the Currency Warrants; the Company, except in the event of a lease, shall thereupon be relieved of any further obligation hereunder or under the Currency Warrants, and, in the event of any such consolidation, merger, conveyance, transfer or lease, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation shall expressly assume, by an amendment to this Agreement, executed and delivered to the Currency Warrant Agent, in form satisfactory to such Currency Warrant Agent, the due and punctual payment of any and all amounts payable by the Company pursuant to this Agreement and the performance of every covenant of this Agreement on the part of the Company to be performed or observed. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Currency Warrant Certificate representing the Currency Warrants not theretofore exercised, in exchange and substitution for the Currency Warrant Certificate theretofore issued. Such Currency Warrant Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Currency Warrant Certificate theretofore issued in accordance with the terms of this Agreement as though such new Currency Warrant Certificate had been issued at the date of the execution hereof. In any case of any such consolidation, merger, conveyance, transfer or lease 21 25 of substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Currency Warrant Certificates as may be appropriate. The Currency Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease of substantially all of the assets of the Company complies with the provisions of this Section 3.2. ARTICLE IV CANCELLATION OF CURRENCY WARRANTS SECTION 4.1 Cancellation of Currency Warrants. In the event the Company shall purchase or otherwise acquire Currency Warrants, such Currency Warrants may, at the option of the Company, be surrendered free through a Depositary Participant for credit to the account of the Currency Warrant Agent maintained at the Depositary, and if so credited, the Currency Warrant Agent shall promptly note the cancellation of such Currency Warrants by notation on the records of the Currency Warrant Agent. Such Currency Warrants may also, at the option of the Company, be resold by the Company directly to or through any of its affiliates in lieu of being surrendered to the Depositary. No Definitive Certificate shall be countersigned in lieu of or in exchange for any Currency Warrant which is cancelled as provided herein, except as otherwise expressly permitted by this Agreement. SECTION 4.2 Treatment of Owners. The Company, the Currency Warrant Agent and any agent of the Company or the Currency Warrant Agent may deem and treat the person in whose name a Currency Warrant Certificate shall be registered in the records of the Currency Warrant Agent as the Owners of all right, title and interest in such Currency Warrant Certificate (notwithstanding any notation of ownership or other writing thereon) for any purpose and as the person entitled to exercise the rights represented by the Currency Warrants evidenced thereby, and neither the Company nor the Currency Warrant Agent, nor any agent of the Company or the Currency Warrant Agent shall be affected by any notice to the contrary, except that the Currency Warrant Agent and the Company shall be entitled to rely on and act pursuant to instructions of Depositary Participants as contemplated by Article II of this Agreement. This Section 4.2 shall be without prejudice to the rights of Owners as described elsewhere herein. SECTION 4.3 Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of Currency Warrants; provided, however, that the Company shall not be required to pay any tax or other governmental charge which 22 26 may be payable in respect of any transfer involving any beneficial or record interest in or ownership interest of any Currency Warrants. ARTICLE V CONCERNING THE CURRENCY WARRANT AGENT SECTION 5.1 Currency Warrant Agent. The Company hereby appoints [__________________] as Currency Warrant Agent of the Company in respect of the Currency Warrants and the Currency Warrant Certificate upon the terms and subject to the conditions set forth herein and in the Currency Warrant Certificate; and [_______________] hereby accepts such appointment. The Currency Warrant Agent shall have the powers and authority granted to and conferred upon it in the Currency Warrant Certificate and hereby and such further powers and authority acceptable to it to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Currency Warrant Certificate are subject to and governed by the terms and provisions hereof. SECTION 5.2 Conditions of Currency Warrant Agent's Obligations. The Currency Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof and of the Currency Warrant Certificate, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Owners from time to time of the Currency Warrants shall be subject: (a) The Company agrees promptly to pay the Currency Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Currency Warrant Agent and to reimburse the Currency Warrant Agent for its reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred by the Currency Warrant Agent without negligence, bad faith or breach of this Agreement on its part in connection with the services rendered by it hereunder. The Company also agrees to indemnify the Currency Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including reasonable attorneys' fees and expenses) incurred without negligence, bad faith or breach of this Agreement on the part of the Currency Warrant Agent, arising out of or in connection with its acting as such Currency Warrant Agent hereunder or with respect to the Currency Warrants, as well as the reasonable costs and expenses of defending against any claim of liability in connection with the exercise or performance at any time of its powers or duties hereunder or with respect to the Currency Warrants. The obligations of the Company under this subsection (a) shall survive the 23 27 exercise of the Currency Warrant Certificates and the resignation or removal of the Currency Warrant Agent. (b) In acting under this Currency Warrant Agreement and in connection with the Currency Warrants, the Currency Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the Owners or the registered Holder of the Currency Warrant Certificate. (c) The Currency Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (d) The Currency Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted or thing suffered by it in reliance upon any Currency Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) The Currency Warrant Agent, and its officers, directors and employees, may become the Owner of, or acquire any interest in, any Currency Warrants or other obligations of the Company, with the same rights that it or they would have if it were not such Currency Warrant Agent, officer, director or employee, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depository, trustee or agent for, any committee or body of Owners of Currency Warrants or other obligations of the Company as freely as if it were not such Currency Warrant Agent, officer, director or employee hereunder. (f) The Currency Warrant Agent shall not be under any liability for interest on any moneys at any time received by it pursuant to any of the provisions of this Agreement or of the Currency Warrant Certificate. (g) The Currency Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Currency Warrant Agent) or with respect to the validity or execution of the Currency Warrant Certificate (except its countersignature thereof). 24 28 (h) The recitals contained herein and in the Currency Warrant Certificate (except as to the Currency Warrant Agent's countersignature thereon) shall be taken as the statements of the Company and Currency Warrant Agent assumes no responsibility for the correctness of the same. (i) The Currency Warrant Agent shall be obligated to perform only such duties as are herein and in the Currency Warrant Certificate specifically set forth and no implied duties or obligations shall be read into this Agreement or the Currency Warrant Certificate against the Currency Warrant Agent. The Currency Warrant Agent shall not be under any obligation to take any action hereunder likely to involve it in any expense or liability, the payment of which is not, in its reasonable opinion, assured to it. The Currency Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of the Currency Warrant Certificate countersigned by the Currency Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of any proceeds of the Currency Warrant Certificates. The Currency Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Currency Warrant Certificate or in the case of the receipt of any written demand from an Owner of a Currency Warrant with respect to such default, except as provided in Section 6.2 hereof, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. (j) Unless specifically provided herein or in theCurrency Warrant Certificate, any order, certificate,notice, request, direction, or other communication from the Company made or given by the Company under any provision ofthis Agreement shall be sufficient if signed by its [____________] or any [____________________]. SECTION 5.3 Compliance With Applicable Laws. The Currency Warrant Agent agrees to comply with all applicable federal and state laws in respect of the services rendered by it under this Agreement and in connection with the Currency Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Currency Warrant Agent expressly assumes all liability for failure to comply with such laws, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding. 25 29 SECTION 5.4 Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the Owners from time to time of the Currency Warrants, that there shall at all times be an Currency Warrant Agent hereunder until all the Currency Warrants are not longer exercisable. (b) The Currency Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Currency Warrant Agent and acceptance of such appointment by such successor Currency Warrant Agent, as hereinafter provided. The Currency Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Currency Warrant Agent (which shall be a banking institution organized under the laws of the United States of America, or one of the states thereof or the District of Columbia, having an office or an agent's office [south of Chambers Street] in the Borough of Manhattan, The City of New York and authorized under such laws to exercise corporate trust powers) by an instrument in writing filed with such successor Currency Warrant Agent and the acceptance of such appointment by such successor Currency Warrant Agent. In the event a successor Currency Warrant Agent has not been appointed and has not accepted its duties within 90 days of the Currency Warrant Agent's notice of resignation, the Currency Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Currency Warrant Agent. (c) In case at any time the Currency Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or similar law, or if any public officer shall have taken charge or control of the Currency Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conversation or liquidation, a successor Currency Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Currency Warrant Agent. Upon the appointment as aforesaid of a successor Currency Warrant Agent and acceptance by the latter of such appointment, the Currency Warrant Agent so superseded shall cease to be Currency Warrant Agent hereunder. 26 30 (d) Any successor Currency Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Currency Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Currency Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Currency Warrant Agent shall be entitled to receive, all moneys, securities and other property on deposit with or held by such predecessor, as Currency Warrant Agent hereunder. (e) Any corporation into which the Currency Warrant Agent hereunder may be merged or converted or any corporation with which the Currency Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Currency Warrant Agent shall be a party, or any corporation to which the Currency Warrant Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Currency Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Currency Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. ARTICLE VI MISCELLANEOUS SECTION 6.1 Modification, Supplementation or Amendment. (a) This Agreement may be modified, supplemented or amended by the Company and the Currency Warrant Agent, without the consent of the registered Holder of the Currency Warrant Certificate or the Owners, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or in such Currency Warrant Certificate, maintaining the listing of any Currency Warrants on any U.S. national securities exchange or the quotation of any Currency Warrant through a Self Regulatory Organization or registration of such Currency Warrants under the Exchange Act, permitting the issuance of Currency Warrants in definitive form in accordance with Section 1.1(a), reflecting the issuance by the Company of additional Currency Warrants of the same issue or reflecting the appointment of a successor depositary in accordance with Section 1.1(d) or in any other manner which the Company may deem necessary or desirable; provided that such action shall not materially adversely affect the interests of the Owners of Currency Warrants. Notwithstanding anything in this Section 6.1 to the contrary, this Agreement may not be amended to provide for the countersigning by the Currency Warrant Agent of 27 31 Currency Warrant Certificates evidencing in the aggregate in excess of [__________] Currency Warrants unless and until the Currency Warrant Agent has received notice from [name of Stock Exchange] or any successor U.S. national securities exchange or Self-Regulatory Organization that the additional Currency Warrants in excess of [_____________] have been approved for listing on such exchange or quotation through such Self-Regulatory Organization. (b) The Company and the Currency Warrant Agent may modify or amend this Agreement and the Currency Warrant Certificate, with the consent of the Owners of not fewer than a majority in number of the then outstanding unexercised Currency Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that increases the Exercise Price, [decreases the Strike Price,](6) [increases the Strike Price,](7) shortens the period of time during which the Currency Warrants may be exercised, increases the minimum or decreases the maximum number of Currency Warrants that may be exercised by or on behalf of any one Owner at any one time, changes the formula for determining the Cash Settlement Value, [insert other prohibited modifications or amendments] or otherwise materially and adversely affects the exercise rights of the Owners or reduces the number of outstanding Currency Warrants the consent of the Owners of which is required for modification, supplementation or amendment of this Agreement or the Currency Warrant Certificate, may be made without the consent of each Owner affected thereby. Prior to the issuance of any Definitive Certificates pursuant to Section 1.1(a), the Company and the Currency Warrant Agent shall be entitled to rely upon any certification in form satisfactory to each of them that any requisite consent has been obtained from Holders of beneficial ownership interests in the Currency Warrant Certificate. Such certification may be provided by Depositary Participants acting on behalf of such beneficial owners of Currency Warrants, provided that any such certification is accompanied by a certification from the Depositary as to the Currency Warrant holdings of such Depositary Participants. SECTION 6.2 Notices and Demands to the Company and Currency Warrant Agent. If the Currency Warrant Agent shall receive any notice or demand addressed to the Company by any Owner pursuant to the provisions of the Currency Warrant Certificate, the Currency Warrant Agent shall promptly forward such notice or demand to the Company. - ------------------------------------------------ [FN] (6) In case of Currency Put Warrants. (7) In the case of Currency Call Warrants. [/FN] 28 32 SECTION 6.3 Addresses for Notices. Any communications from the Company to the Currency Warrant Agent with respect to this Agreement shall be addressed to [name of Currency Warrant Agent], [address, New York, New York_______] (facsimile: [________________] [________________]) (telephone: [________________]), Attention: Corporate Trust Department; any communications from the Currency Warrant Agent to the Company with respect to this Agreement shall be addressed to The Chase Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081 (facsimile: [________________]) (telephone: 212-[ ]), Attention: [________________]; any communications from the Currency Warrant Agent to the Spot Rate Reference Bank with respect to this Agreement shall be addressed to [name of Spot Rate Reference Bank]. [address], (facsimile: [________________]) (telephone: ______________), (or such other address as shall be specified in writing to the other parties hereto by the Currency Warrant Agent, the Company or the Spot Rate Reference Bank, respectively). SECTION 6.4 Notices to Owners. The Company or the Currency Warrant Agent may cause to have notice given to the Owners of Currency Warrants by providing the Depositary with a from of notice to be distributed by the Depositary to Depositary Participants in accordance with the custom and practices of the Depositary. SECTION 6.5 Governing Law. The validity, interpretation and performance of this Agreement and each Currency Warrant issued hereunder and of the respective terms and provisions thereof shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6.6 Obtaining of Governmental Approvals. The Company will from time to time use its best efforts to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the [name of U.S. national securities exchange] and filings under the United States federal and state laws, which may be or become required in connection with the issuance, sale, trading, transfer or delivery of the Currency Warrants, the Currency Warrant Certificate and the exercise of the Currency Warrants. SECTION 6.7 Persons Having Rights Under the Currency Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Currency Warrant Agent, the registered Holder of the Currency Warrant Certificate and the Owners any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement shall be for the sole and exclusive benefit of the 29 33 Company and the Currency Warrant Agent and their successors and of the registered Holder of the Currency Warrant Certificate and the Owners. SECTION 6.8 Headings. The descriptive headings of the several Articles and Sections and the Table of Contents of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 6.9 Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. SECTION 6.10 Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Currency Warrant Agent, for inspection by the registered Holder of the Currency Warrant Certificate, Depositary Participants, Indirect Participants and Owners. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By: ---------------------------------- [Title] [Name of Currency Warrant Agent] By: ---------------------------------- [Title] 30 34 [Legend Required By Depositary] EXHIBIT A-1 [NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS WARRANT UNLESS THE CURRENCY WARRANT AGENT HAS RECEIVED THE CERTIFICATION DESCRIBED IN THE CURRENCY WARRANT AGREEMENT] EXERCISABLE ONLY IF COUNTERSIGNED BY THE CURRENCY WARRANT AGENT AS PROVIDED HEREIN No. CUSIP No. [_________________] BOOK-ONLY CURRENCY WARRANT CERTIFICATE representing [up to ____________] [insert name of Currency] Currency [Put/Call/Spread] Warrants Expiring [_____________, 19__] THE CHASE MANHATTAN CORPORATION This certifies that [________________] or registered assigns is the registered Holder of [insert name of Currency] Currency [Put/Call/Spread] Warrants (the "Currency Warrants") or such lesser amount as is indicated in the records of [name of Currency Warrant Agent], as Currency Warrant Agent. Each Currency Warrant entitles the beneficial owner thereof (an "Owner"), subject to the provisions contained herein and in the Currency Warrant Agreement referred to below, to receive in [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as defined herein). In no event shall any Owners be entitled to any interest on any Cash Settlement Value. Subject to the terms of the Currency Warrant Agreement and the limitations discussed herein, the Currency Warrants may be irrevocably exercised [on any New York Business Day from their date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Currency Warrants expires or, if such date is not a New York Business Day (as defined in the Currency Warrant Agreement), on the next succeeding New York Business Day] [________, 199_] (the "Expiration Date") or (ii) the date of automatic exercise or cancellation as further described below and as provided in the Currency Warrant Agreement. Except in the case of exercise on the Expiration Date, automatic exercise or cancellation as described below, not fewer than [________________] [or more than] Currency Warrants may be exercised by or on behalf of any one Owner on any A-1-1 35 one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References to "[name of currency]" or "[________________]" are to the currency of the [name of Currency Country]. As used herein, the term "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange] [American Stock Exchange] or [relevant futures and options exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close; "Currency Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other day on which banking institutions generally in [name of Currency Country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] [is/are] not open for business. This Currency Warrant Certificate is issued under and in accordance with the Currency Warrant Agreement, dated as of [________________, 19__] (the "Currency Warrant Agreement"), between the Company and the Currency Warrant Agent, and is subject to the terms and provisions contained in the Currency Warrant Agreement, to all of which terms and provisions all Owners of the Currency Warrants represented by this Currency Warrant Certificate and the registered Holder of this Currency Warrant Certificate consent by acceptance hereof by the Depositary (as defined below). Copies of the Currency Warrant Agreement are on file at the principal corporate trust office of the Currency Warrant Agent in New York City. Except as provided in the Currency Warrant Agreement, Owners will not be entitled to receive definitive certificates evidencing their Currency Warrants. Currency Warrant holdings will be held through a depositary selected by the Company which initially is [The Depository Trust Company] (the "Depositary", which term, as used herein, includes any successor depositary selected by the Company) as further provided in the Currency Warrant Agreement. Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Currency Warrant Agreement. The Cash Settlement Value of an exercised Currency Warrant (whether exercised automatically or by notice) shall mean: The "Cash Settlement Value" of an Exercised Currency Warrant is an amount stated in [U.S. dollars] [other currency] which is the greater of (i) zero and (ii) the amount computed by subtracting [from (a constant, e.g., 50)](8) [(a constant, e.g., - --------------------------------------------- [FN] (8) In case of Index Call Warrants. [/FN] A-1-2 36 50) from](9) an amount equal to [such a constant] multiplied by a fraction, the numerator of which is [insert a pre-established amount of Base Currency per [[U.S. dollar] [other currency]] (the "Strike Price") and the denominator of which is the Spot Rate on the Designated Exercise Date. The "Spot Rate" on such Designated Exercise Date shall mean the offered spot rate of [insert Base Currency] per [U.S. dollar] [other currency] as quoted by [________________] (the "Spot Rate Reference Bank") at 10:00 A.M., New York City time, on such date or, if such bank is not quoting such rate at such time, the rate quoted by such other leading bank in the foreign exchange markets as may be selected by the Company in good faith and notified to the Currency Warrant Agent. The offered spot rate of any applicable currency shall be calculated to four (4) decimal places.] Except in the case of automatic exercise on the Expiration Date or cancellation, suspension or delay as further provided below and in the Currency Warrant Agreement, the "Valuation Date" for a Currency Warrant shall be the Currency Country Business Day next succeeding the New York Business Day on which the Currency Warrant Agent has received (i) delivery of such Currency Warrant on the records of the Depositary free to the Currency Warrant Account [, accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Currency Warrant in good order in the form of Exhibit C-1 to the Currency Warrant Agreement, at or prior to [1:30 P.M.], New York City time; and if the Currency Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date shall be the next Currency Country Business Day following the New York Business Day following the New York Business Day on which the Currency Warrant Agent received such Currency Warrant and such Exercise Notice. Any delivery of a Currency Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.], New York City time, the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered, and the Currency Warrants with respect to which such late delivery or Exercise Notice relates shall be exercised in accordance with the third succeeding paragraph hereof. A Depositary Participant may specify in its irrevocable Exercise Notice that such Exercise Notice is conditional (the "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of the Currency Warrant Agreement) if the Reference Rate (as defined in Section 2.2(a)) on the Valuation Date is more than [________________] [above](10) [below](11) - --------------------------------- [FN] (9) In the case of Currency Call Warrants. (10) In case of Index Put Warrants. (11) In case of Index Call Warrants. [/FN] A-1-3 37 the Spot Rate Currency on the date upon which the Conditional Exercise Notice is received (or deemed to have been received) and not rejected by the Currency Warrant Agent (or if such date is not a Currency Country Business Day, on the immediately preceding Currency Country Business Day)]. If the Exercise Notice is not rejected as provided in the Currency Warrant Agreement, the Currency Warrant Agent will determine the Cash Settlement Value of the exercised Currency Warrants as provided in the Currency Warrant Agreement. Provided that the Company has made adequate funds available to the Currency Warrant Agent in a timely manner, the Currency Warrant Agent will make payment in the form of a check [or bank wire transfer if the payment is greater than $____________] available to the appropriate Depositary Participant, which shall be responsible for crediting the Cash Settlement Value of Currency Warrants to appropriate Owners, on the fifth Business Day following the Valuation Date (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date"), all as provided in the Currency Warrant Agreement, such payment to be in the amount of the Cash Settlement Value in respect of Currency Warrants exercised by such Depositary Participant. The Currency Warrant Agent will promptly cause its records to be marked to reduce the number of Currency Warrants represented by this Currency Warrant Certificate by the number of Currency Warrants (i) for which it has received an Exercise Notice in proper form, (ii) that were delivered to the Currency Warrant Account, and (iii) for which payment has been made. All Currency Warrants with respect to which either (i) no delivery of Currency Warrants to the Currency Warrant Account has occurred or no valid Exercise Notice has been received by the Currency Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Currency Warrants, (ii) the Exercise Date which has been postponed pursuant to Section 2.2(e) of the Currency Warrant Agreement to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Currency Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Currency Warrants have not been listed on another U.S. national securities exchange or quoted through a Self-Regulatory Organization (as defined in the Index Warrant Agreement) (the "Unexercised Currency Warrants"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Currency Warrant Agent. The Valuation Date for such Currency Warrants shall be the first Currency Country Business Day following such Expiration Date. A-1-4 38 By 5:00 P.M., New York City time, on the Expiration Date, the Currency Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such day. On the Valuation Date for such Currency Warrants (or if such Valuation Date is not a New York Business Day, then the next succeeding New York Business Day), the Currency Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f) of the Currency Warrant Agreement) of the Currency Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M. New York City time, on such Valuation Date of the Cash Settlement Value with respect to such Currency Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Currency Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Currency Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Currency Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Currency Warrant Agent will make its check [or bank wire transfer if the payment is greater than $____________] available to the Depositary, after [1:30 P.M.], New York City time, but prior to the close of business, on such fifth New York Business Day following the Valuation Date for such Currency Warrants (or, if such Valuation Date is not a New York Business Day, on the ninth New York Business Day after such Valuation Date), such check to be in the amount of the [(i)] aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Currency Warrants that have been automatically exercised, transferred to the Currency Warrant Account; provided, however, that the Currency Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Currency Warrants which have not been transferred to the Currency Warrant Account and for which the Currency Warrant Agent has not received a certificate in the form of Exhibit D-1 to the Currency Warrant Agreement until the Currency Warrant Agent has received such Currency Warrants and certificate with respect to such Currency Warrants. If pursuant to the immediately preceding sentence the Currency Warrant Agent has not withheld payment with respect to any Currency Warrants, the Currency Warrant Agent shall promptly cancel the Currency Warrant Certificate representing the Currency Warrants automatically exercised as described above and deliver it to the Issuer. If the Currency Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Currency Warrants, the Currency Warrant Agent shall act as a successor Depositary and shall cancel the Currency Warrant Certificate and deliver it to the Company only upon receipt of A-1-5 39 certificates in the form of Exhibit D-1 attached to the Currency Warrant Agreement from the appropriate Depositary Participants with respect to all of the Currency Warrants then evidenced by the Currency Warrant Certificate and payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Currency Warrant Agent's sole responsibility as successor Depositary with respect to the Unexercised Currency Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Currency Warrants upon receipt of [(i)] the related Currency Warrants and (ii) certificates in the form of Exhibit C-1 to the Currency Warrant Agreement from the appropriate Depositary Participants. The Company, the Currency Warrant Agent and any agent of the Company or the Currency Warrant Agent may deem and treat the registered Holder hereof as the absolute Owner of the Currency Warrants represented hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Currency Warrants evidenced hereby, and neither the Company nor the Currency Warrant Agent nor any agent of the Company or the Currency Warrant Agent shall be affected by any notice to the contrary, subject to certain provisions of the Currency Warrant Agreement, except that the Company and the Currency Warrant Agent shall be entitled to rely on and act pursuant to instructions of Depositary Participants as contemplated herein and in the Currency Warrant Agreement. Subject to the terms of the Currency Warrant Agreement, upon due presentment for registration of transfer of this Currency Warrant Certificate [at the principal corporate trust office of the Currency Warrant Agent] in [New York City], the Company shall execute and the Currency Warrant Agent shall countersign and deliver in the name of the designated transferee a new Currency Warrant Certificate of like tenor and representing a like number of unexercised Currency Warrants as evidenced by this Currency Warrant Certificate at the time of such registration of transfer which shall be issued to the designated transferee in exchange for this Currency Warrant Certificate, subject to the limitations provided in the Currency Warrant Agreement, without charge. This Currency Warrant Certificate and the Currency Warrant Agreement are subject to amendment as provided in the Currency Warrant Agreement. The validity, interpretation and performance of this Currency Warrant Certificate and its terms and provisions shall be governed by and construed in accordance with the laws of the State of New York. A-1-6 40 This Currency Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Currency Warrant Agent. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of [______________, 19__] THE CHASE MANHATTAN CORPORATION By: ------------------------------- [title] [SEAL] Attest: ---------------------------- [title] Countersigned on the date above written: [name of Currency Warrant Agent], as Currency Warrant Agent By: ----------------------------------------- [title] A-1-7 41 EXHIBIT A-2 [NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS WARRANT UNLESS THE CURRENCY WARRANT AGENT HAS RECEIVED THE CERTIFICATION DESCRIBED IN THE CURRENCY WARRANT AGREEMENT] EXERCISABLE ONLY IF COUNTERSIGNED BY THE CURRENCY WARRANT AGENT AS PROVIDED HEREIN No. CUSIP No. [________________] CURRENCY WARRANT CERTIFICATE representing [up to _____________] [insert name of Currency] Currency [Put/Call/Spread] Warrants Expiring [___________, 19__] THE CHASE MANHATTAN CORPORATION This certifies that [the bearer] [___________________ or registered assigns] (the "Holder") is the registered Holder of [insert name of Currency] Currency [Put/Call/Spread] Warrants (the "Currency Warrants") or such lesser amount as is indicated in the records of [name of Currency Warrant Agent], as Currency Warrant Agent. Each Currency Warrant entitles the Holder, subject to the provisions contained herein and in the Currency Warrant Agreement referred to below, to receive in [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as defined herein). In no event shall the Holder hereof be entitled to any interest on any Cash Settlement Value. Subject to the terms of the Currency Warrant Agreement and the limitations discussed herein, the Currency Warrants may be irrevocably exercised [on any New York Business Day from their date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Currency Warrants expires or, if such date is not a New York Business Day (as defined in the Currency Warrant Agreement), on the next succeeding New York Business Day] [______ __, 199_] (the "Expiration Date") or (ii) the date of automatic exercise or cancellation as further described below and as provided in the Currency Warrant Agreement. Except in the case of exercise on the Expiration Date, automatic exercise or cancellation as described below, not fewer than [_________] [or more than] Currency Warrants may be exercised by or on behalf of any one Holder on any one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References to A-2-1 42 "[name of currency]" or "[_______________]" are to the currency of the [name of Currency Country]. As used herein, the term "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange] [American Stock Exchange] or [relevant futures and options exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close; "Currency Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other day on which banking institutions generally in [name of Currency Country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] [is/are] not open for business. This Currency Warrant Certificate is issued under and in accordance with the Currency Warrant Agreement, dated as of [____________ , 19 __] (the "Currency Warrant Agreement"), between the Company and the Currency Warrant Agent, and is subject to the terms and provisions contained in the Currency Warrant Agreement, to all of which terms and provisions the registered Holder of this Currency Warrant Certificate consents by acceptance hereof. Copies of the Currency Warrant Agreement are on file at the principal corporate trust office of the Currency Warrant Agent in New York City. Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Currency Warrant Agreement. The Cash Settlement Value of an exercised Currency Warrant (whether exercised automatically or by notice) shall mean: The "Cash Settlement Value" of an Exercised Currency Warrant is an amount stated in [U.S. dollars] [other currency] which is the greater of (i) zero and (ii) the amount computed by subtracting [from (a constant, e.g., 50)](12) [(a constant, e.g., 50) from](13) an amount equal to [such a constant] multiplied by a fraction, the numerator of which is [insert a pre-established amount of Base Currency per [[U.S. dollar] [other currency]] (the "Strike Price") and the denominator of which is the Spot Rate on the Designated Exercise Date. The "Spot Rate" on such Designated Exercise Date shall mean the offered spot rate of [insert Base Currency] per [U.S. dollar] [other currency] as quoted by [________________] (the "Spot Rate Reference Bank") at 10:00 A.M., New York City time, on such date or, if such bank is not quoting such - ------------------------------------ [FN] (12) In the case of Currency Put Warrants. (13) In the case of Currency Call Warrants. [/FN] A-2-2 43 rate at such time, the rate quoted by such other leading bank in the foreign exchange markets as may be selected by the Company in good faith and notified to the Currency Warrant Agent. The offered spot rate of any applicable currency shall be calculated to four (4) decimal places.] Except in the case of automatic exercise on the Expiration Date or cancellation, suspension or delay as further provided below and in the Currency Warrant Agreement, the "Valuation Date" for a Currency Warrant shall be the Currency Country Business Day next succeeding the New York Business Day on which the Currency Warrant Agent has received (i) delivery of such Currency Warrant [, accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Currency Warrant in good order in the form of Exhibit C-2 to the Currency Warrant Agreement, at or prior to [1:30 P.M.], New York City time; and if the Currency Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date shall be the next Currency Country Business Day following the New York Business Day following the New York Business Day on which the Currency Warrant Agent received such Currency Warrant and such Exercise Notice. Any delivery of a Currency Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.], New York City time, the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered, and the Currency Warrants with respect to which such late delivery or Exercise Notice relates shall be exercised in accordance with the third succeeding paragraph hereof. A Holder may specify in its irrevocable Exercise Notice that such Exercise Notice is conditional (the "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of the Currency Warrant Agreement) if the Reference Rate (as defined in Section 2.2(a)) on the Valuation Date is more than [________] [above](14) [below](15) the Spot Rate Currency on the date upon which the Conditional Exercise Notice is received (or deemed to have been received) and not rejected by the Currency Warrant Agent (or if such date is not a Currency Country Business Day, on the immediately preceding Currency Country Business Day)]. If the Exercise Notice is not rejected as provided in the Currency Warrant Agreement, the Currency Warrant Agent will determine the Cash Settlement Value of the exercised Currency Warrants as provided in the Currency Warrant Agreement. Provided that the Company has made adequate funds available to the Currency Warrant Agent in a timely manner, the Currency Warrant - -------------------------------- [FN] (14) In case of Index Put Warrants. (15) In case of Index Call Warrants. [/FN] A-2-3 44 Agent will make payment in the form of a check [or bank wire transfer if the payment is greater than $____________] available to the Holder, on the fifth Business Day following the Valuation Date (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date"), all as provided in the Currency Warrant Agreement, such payment to be in the amount of the Cash Settlement Value in respect of Currency Warrants exercised by such Holder. The Currency Warrant Agent will promptly cause its records to be marked to reduce the number of Currency Warrants represented by this Currency Warrant Certificate by the number of Currency Warrants (i) for which it has received an Exercise Notice in proper form, (ii) that were delivered to the Currency Warrant Agent, and (iii) for which payment has been made. All Currency Warrants with respect to which either (i) no delivery of Currency Warrants to the Currency Warrant Account has occurred or no valid Exercise Notice has been received by the Currency Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Currency Warrants, (ii) the Exercise Date which has been postponed pursuant to Section 2.2(e) of the Currency Warrant Agreement to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Currency Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Currency Warrants have not been listed on another U.S. national securities exchange or quoted through a Self-Regulatory Organization (as defined in the Index Warrant Agreement) (the "Unexercised Currency Warrants"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Currency Warrant Agent. The Valuation Date for such Currency Warrants shall be the first Currency Country Business Day following such Expiration Date. By 5:00 P.M., New York City time, on the Expiration Date, the Currency Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such day. On the Valuation Date for such Currency Warrants (or if such Valuation Date is not a New York Business Day, then the next succeeding New York Business Day), the Currency Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f) of the Currency Warrant Agreement) of the Currency Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M. New York City time, on such Valuation Date of the Cash Settlement Value with respect to such Currency Warrants and (iii) advise the Company of such other matters relating to the automatically A-2-4 45 exercised Currency Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Currency Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Currency Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Currency Warrant Agent will make its check [or bank wire transfer if the payment is greater than $__________] available to the Holder, after [1:30 P.M.], New York City time, but prior to the close of business, on such fifth New York Business Day following the Valuation Date for such Currency Warrants (or, if such Valuation Date is not a New York Business Day, on the ninth New York Business Day after such Valuation Date), such check to be in the amount of the [(i)] aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Currency Warrants that have been automatically exercised, delivered to the Currency Warrant Agent; provided, however, that the Currency Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Currency Warrants which have not been received by the Currency Warrant Agent [and for which the Currency Warrant Agent has not received a certificate in the form of Exhibit D-2 to the Currency Warrant Agreement] until the Currency Warrant Agent has received such Currency Warrants [and certificate with respect to such Currency Warrants]. If pursuant to the immediately preceding sentence the Currency Warrant Agent has not withheld payment with respect to any Currency Warrants, the Currency Warrant Agent shall promptly cancel the Currency Warrant Certificate representing the Currency Warrants automatically exercised as described above and deliver it to the Issuer. If the Currency Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Currency Warrants, the Currency Warrant Agent shall cancel this Currency Warrant Certificate and deliver it to the Company only upon [receipt of certificates in the form of Exhibit D-2 attached to the Currency Warrant Agreement from the Holder with respect to all of the Currency Warrants then evidenced by this Currency Warrant Certificate and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Currency Warrant Agent's sole responsibility with respect to the Unexercised Currency Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Currency Warrants upon receipt of [(i)] the related Currency Warrants [and (ii) certificates in the form of Exhibit C-2 to the Currency Warrant Agreement from the Holder]. The Company, the Currency Warrant Agent and any agent of the Company or the Currency Warrant Agent may deem and treat A-2-5 46 the registered Holder hereof as the absolute owner of the Currency Warrants represented hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Currency Warrants evidenced hereby, and neither the Company nor the Currency Warrant Agent nor any agent of the Company or the Currency Warrant Agent shall be affected by any notice to the contrary, subject to certain provisions of the Currency Warrant Agreement. Subject to the terms of the Currency Warrant Agreement, upon due presentment for registration of transfer of this Currency Warrant Certificate at [the principal corporate trust office of the Currency Warrant Agent] in [New York City], the Company shall execute and the Currency Warrant Agent shall countersign and deliver in the name of the designated transferee a new Currency Warrant Certificate of like tenor and representing a like number of unexercised Currency Warrants as evidenced by this Currency Warrant Certificate at the time of such registration of transfer which shall be issued to the designated transferee in exchange for this Currency Warrant Certificate, subject to the limitations provided in the Currency Warrant Agreement, without charge. This Currency Warrant Certificate and the Currency Warrant Agreement are subject to amendment as provided in the Currency Warrant Agreement. The validity, interpretation and performance of this Currency Warrant Certificate and its terms and provisions shall be governed by and construed in accordance with the laws of the State of New York. This Currency Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Currency Warrant Agent. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of [_____________, 19__] THE CHASE MANHATTAN CORPORATION By: ---------------------------------- [title] [SEAL] Attest: ------------------------------- A-2-6 47 [title] Countersigned on the date above written: [name of Currency Warrant Agent], as Currency Warrant Agent By: ----------------------------------- [title] A-2-7 48 EXHIBIT B Form of Transfer of Currency Warrant Certificate [__________________________________], as Currency Warrant Agent Corporate Trust Department [address] [Telex:__________________] [Facsimile:______________] [______________________], the registered Holder of the Currency Warrant Certificate representing all unexercised The Chase Manhattan Corporation [name of Currency] [Put/Call/Spread] Warrants Expiring [___________, 19__ ], hereby requests the transfer of such Currency Warrant Certificate to _______________________________. Dated: __________________ [NAME OF REGISTERED HOLDER] By: -------------------------- GUARANTY OF SIGNATURE [NAME OF GUARANTOR] By: -------------------------------- Name: Title: B-1 49 EXHIBIT C-1 Form of Exercise Notice from Depositary Participant ________________________________, as Currency Warrant Agent Attention: ___________________________________________________ (Facsimile: __________________________________________________) (Telephone: __________________________________________________) (Telex: ______________________________________________________) Re: Exercise of The Chase Manhattan Corporation [name of Currency] [Put/Call/Spread] Warrants Expiring _______, 19___ ("Currency Warrants") 1. We refer to the Currency Warrant Agreement dated as of [_______________, 19__] (the "Currency Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [_____________] (the "Currency Warrant Agent"). On behalf of certain clients, each of whom is exercising [no fewer than] [_________] Currency Warrants [or more than] [_____] Currency Warrants and whose Currency Warrants are held in our name, we hereby irrevocably exercise [_________] Currency Warrants (the "Tendered Warrants"). 2. This Exercise Notice [is] [is not] a Conditional Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will be void and of no effect (and shall be disregarded for all purposes under the Currency Warrant Agreement) if the Spot Rate on the Valuation Date is more than [__________] [above](1) [below](2) the closing value of the [name of Currency] on the date this Exercise Notice is received by you (or deemed to have been received by you) and not rejected (or if such date is not a Currency Country Business Day, on the immediately preceding Currency Country Business Day). 3. We have instructed the Depositary to deliver the Exercised Warrants [and the Exercise Price] free through the Depositary to the Currency Warrant Account. (Account No. [__________________]). - -------------------------------------- [FN] (1) In case of Index Put Warrants. (2) In case of index Call Warrants. [/FN] C-1-1 50 4. We hereby acknowledge that this Exercise Notice [, the Exercise Price] and the Tendered Warrants must be received by you by [1:30 P.M.], New York City time, on the date hereof in order for the Valuation Date of the Tendered Warrants to be the next succeeding Currency Country Business Day and that if this Exercise Notice [, the Exercise Price] or the Tendered Warrants are received by you after [1:30 P.M.], New York City time, but prior to the close of business on such date, the Valuation Date of the Tendered Warrants shall be the next Currency Country Business Day following the New York Business Day on which such Exercise Notice is received. [We further acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or the Tendered Warrants are received by you after [1:30 P.M.], New York City time, but prior to the close of business on the date hereof, that for purposes of making the determinations required by such Conditional Exercise Notice, the Currency Warrants will be deemed to be exercised on the next succeeding New York Business Day following the date hereof.](3) 5. We hereby certify that we are a participant of [The Depository Trust Company] (the "Depositary") with the present right to use and receive its services. 6. We hereby acknowledge that if you determine that this Exercise Notice has not been fully completed, or is not in proper form, or you are unable to verify that we are a participant of the Depositary as provided above, this Exercise Notice will be void and of no effect and will be deemed not to have been delivered. Capitalized terms used herein and not defined have the meanings assigned thereto in the Currency Warrant Agreement. Dated: __________ __, 19__ [NAME OF DEPOSITARY PARTICIPANT] [Participant Number] By --------------------------- Authorized Signature [Address] Telephone: __________________ Facsimile: __________________ - ------------------------------ [FN] (3) In case of Conditional Exercise Notice. [/FN] C-1-2 51 EXHIBIT C-2 Form of Exercise Notice from Owner _______________________, as Currency Warrant Agent [Address] Attention: ___________________________________________________ (Facsimile: __________________________________________________) (Telephone: __________________________________________________) (Telex: ______________________________________________________) Re: Exercise of The Chase Manhattan Corporation [name of Currency] [Put/Call/Spread] Warrants Expiring _________, 19___ ("Currency Warrants") 1. We refer to the Currency Warrant Agreement dated as of [____________________, 19__] (the "Currency Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [_________________________] (the "Currency Warrant Agent"). We hereby irrevocably exercise [no fewer than] [_______________] Currency Warrants [or more than] [_______________] Currency Warrants (the "Tendered Warrants") and deliver to you herewith a Definitive Certificate or Certificates, registered in the name of the undersigned, representing a number of Currency Warrants at least equal to the Number of Exercised Warrants [, accompanied by payment in full of the Exercise Price [[, in U.S. Dollars] [other currency] [in cash or certified or official bank check in New York Clearing House funds] [by wire transfer in immediately available funds] payable to the account of the Company]. 2. This Exercise Notice [is] [is not] a Conditional Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will be void and of no effect (and shall be disregarded for all purposes under the Currency Warrant Agreement) if the closing value of the [name of Currency] on the Valuation Date is more than [__________] [above](1) [below](2) the closing value of the [name of Currency] on the date of this Exercise Notice was received (or deemed to have been received) - ------------------------------ [FN] (1) In case of Index Put Warrants. (2) In case of Index Call Warrants. [/FN] C-2-1 52 and not rejected (or if such date is not a Currency Country Business Day, on the immediately preceding Currency Country Business Day). 3. We hereby acknowledge that this Exercise Notice [, the Exercise Price] and the related Definitive Certificates must be received by you by [1:30 P.M.], New York City time, on the date hereof in order for the Valuation Date of the Tendered Warrants to be the next succeeding Currency Country Business Day and that if this Exercise Notice [, the Exercise Price] or such Definitive Certificates is received by you after [1:30 P.M.], New York City time, the Valuation Date of the Tendered Warrants shall be the next Currency Country Business Day following the New York Business Day following the New York Business Day on which this Exercise Notice [, the Exercise Price] and such Definitive Certificates are received. [We further acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or the Definitive Certificates are received by you after [1:30 P.M.], New York City time, but prior to the close of business on the date hereof, that for purposes of making the determinations required by such Conditional Exercise Notice, the Currency Warrants will be deemed to be exercised on the next succeeding New York Business Day following the date hereof.](3) Capitalized terms used herein and not defined have the meanings assigned thereto in the Currency Warrant Agreement. Dated: __________ __, 199__ [NAME OF OWNER] By ------------------------------- Authorized Signature [Address] Telephone: ____________________ Facsimile: ____________________ - ------------------------------------ [FN] (3) In case of Conditional Exercise Notice. [/FN] C-2-2 53 EXHIBIT C-3 Notice of Rejection [Choose paragraph A or B] [A] You are hereby notified that [the Exercise Notice delivered by you was determined by us not to have been [duly completed] [in proper form]] [the Definitive Certificate delivered by you was determined by us not to have been in proper form] [the Exercise Price delivered by you with the Exercise Notice was determined by us not to have been in proper form] [we were not able to verify that you are a participant of [The Depository Trust Company] in the manner, and pursuant to the procedures], as set forth in the Currency Warrant Agreement, dated as of [_______________, 19__], between The Chase Manhattan Corporation and [____________________], as Currency Warrant Agent. Accordingly, we have rejected your Exercise Notice as being unsatisfactory as to form. [B] You are hereby notified that we have rejected your Conditional Exercise Notice, because [the closing value of the Currency on the Valuation Date was [__________], and the closing value of the Currency on the date upon which we received (or were deemed to have received) such Exercise Notice was [____________________]]. Dated: [__________________________, 199__] _____________________, as Currency Warrant Agent By: ------------------------------- Authorized Agent C-3-1 54 EXHIBIT C-4 Confirmation of Exercise We hereby confirm receipt of your Currency Warrants and your Exercise Notice [and Exercise Price] with respect to such Currency Warrants (the "Exercised Warrants"), which Exercise Notice [and Exercise Price] we have found to be duly completed and in good order, [and we have verified, in the manner provided in the Currency Warrant Agreement, that you are a Depositary Participant.](1) The Valuation Date of the Exercised Warrant is [_______________]. We hereby confirm that the Exercised Warrants have been exercised at the [Currency Value of [__________]] and that the aggregate Cash Settlement Value of [_______________] ([payment currency] [__________] per Currency Warrant) will be made available to you in the form of a check, five New York Business Days after the Valuation Date (or six New York Business Days in the case that the Valuation Date for the exercised Currency Warrants was not a New York Business Day) in accordance with the terms of the Currency Warrant Agreement. Capitalized terms included herein but not defined have the meanings assigned thereto in the Currency Warrant Agreement dated as of [_______________, 19__] between The Chase Manhattan Corporation and [__________], as Currency Warrant Agent. Dated: [__________________________, 199__] __________________________, as Currency Warrant Agent By: --------------------------------- Authorized Agent - ---------------------------- [FN] (1) Not necessary with respect to Currency Warrants represented by Definitive Certificates. [/FN] C-4-1 55 EXHIBIT C-5 Confirmation of Exercise for Delayed Exercise Warrants We hereby confirm receipt of your Currency Warrants and your Exercise Notice [and Exercise Price] with respect to such Currency Warrants (the "Tendered Warrants"), which Exercise Notice [and Exercise Price] we have found to be duly completed and in good order, [and we have verified, in the manner provided in the Currency Warrant Agreement, that you are a Depositary Participant.](1) The Valuation Date of the Exercised Warrant is [_______________]. [The Company has elected to limit the number of Currency Warrants that may have an Exercise Date on [_______________, 19__] to [__________]. Of the Tendered Warrants, [__________] Currency Warrants have been selected to be Currency Warrants that will have an Exercise Date on _______________, 19__] (such Currency Warrants, the "Exercised Warrants"). The remaining [__________] Tendered Warrants are deemed to be Delayed Exercise Warrants.] All of the Tendered Warrants will have an Exercise Date on [_______________, 19__] and are hereinafter referred to as "Exercised Warrants".] We hereby confirm that the Exercised Warrants have been exercised at the Currency Value of [__________] and that the aggregate Cash Settlement Value of [________________] ([_______________] per Currency Warrant) will be made available to you in the form of a check, five New York Business Days after the Valuation Date (or six New York Business Days in the case that the Valuation Date for the exercised Currency Warrants was not a New York Business Day) in accordance with the terms of the Currency Warrant Agreement. - ---------------------------------- [FN] (1) Not necessary with respect to Currency Warrants represented by Definitive Certificates. [/FN] C-5-1 56 Capitalized terms included herein but not defined have the meanings assigned thereto in the Currency Warrant Agreement dated as of [_______________, 19__] between The Chase Manhattan Corporation and [_______________], as Currency Warrant Agent. Dated: [__________________________, 199__] _____________________________, as Currency Warrant Agent By: ---------------------------------- Authorized Agent C-5-2 57 EXHIBIT D-1 Form of Depositary Participant Certificate [__________________________________], as Currency Warrant Agent [Department] [Address] Attention: _______________________ Facsimile: _______________________ Telephone: _______________________ Telex: ___________________________ Re: Automatic Exercise of The Chase Manhattan Corporation [Name of Currency] [Put/Call/Spread] Warrants Expiring ________________, 19 (the "Currency Warrants") We refer to the Currency Warrant Agreement dated as of [_______________, 19__] (the "Currency Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [_______________________] (the "Currency Warrant Agent"). We hereby certify that we own [______ ] Currency Warrants, which have been automatically exercised pursuant to the Currency Warrant Agreement and which we have delivered to you. Dated: [______________ __, 199__] [NAME OF DEPOSITARY PARTICIPANT] By ------------------------------------- Authorized Agent [Address] Telephone: _____________________________ Facsimile: _____________________________ D-1-1 58 EXHIBIT D-2 Form of Owner Certificate [__________________________________], as Currency Warrant Agent [Department] [Address] Attention: _______________________ Facsimile: _______________________ Telephone: _______________________ Telex: ___________________________ Re: Automatic Exercise of The Chase Manhattan Corporation [Name of Currency] [Put/Call/Spread] Warrants Expiring ________________, 19 (the "Currency Warrants") We refer to the Currency Warrant Agreement dated as of [_______________, 19__] (the "Currency Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [___________________] (the "Currency Warrant Agent"). We hereby certify that we own [_______] Currency Warrants, which have been automatically exercised pursuant to the Currency Warrant Agreement and which we have delivered to you. Dated: [______________ __, 199__] [NAME OF OWNER] By: ----------------------------------- Authorized Agent [Address] Telephone: ___________________________ Facsimile: ___________________________ Bank Account Designated for Payment: _____________________________ D-2-1 EX-4.7 11 FORM OF INDEX WARRANT AGREEMENT 1 EXHIBIT 4.7 OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS. --------------------------------------------------- THE CHASE MANHATTAN CORPORATION and [Name of Index Warrant Agent] as Index Warrant Agent ------------------------------------ INDEX WARRANT AGREEMENT dated as of [_______________, 19__] ------------------------------------ [UP TO _________] INDEX [PUT/CALL/SPREAD] WARRANTS EXPIRING [_______________, 19__] -------------------------------------- 2 TABLE OF CONTENTS ARTICLE I ISSUANCE, FORM, EXECUTION, DELIVERY AND REGISTRATION OF INDEX WARRANTS SECTION 1.1 Issuance of Index Warrants; Book-Entry Procedures; Successor Depository; Status of Warrants . . . . . . . . . . . . . . . 1 SECTION 1.2 Form, Execution and Delivery of the Index Warrant Certificate . . . . . . . . . . . 3 SECTION 1.3 Index Warrant Certificate . . . . . . . . . . . . . . . . . . 4 SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . 5 SECTION 1.5 Definitive Certificates . . . . . . . . . . . . . . . . . . . 5 ARTICLE II DURATION AND EXERCISE OF INDEX WARRANTS SECTION 2.1 Duration of Index Warrants; Minimum [and Maximum] Exercise Amounts; Notice of Exercise . . . . . . . . . . . . . . . 9 SECTION 2.2 Exercise and Delivery of Index Warrants . . . . . . . . . . . 11 SECTION 2.3 Automatic Exercise of the Index Warrants . . . . . . . . . . 18 SECTION 2.4 Discontinuance or Modification of [the] [an] Index . . . . . . . . . . . . . . . . . . . 20 SECTION 2.5 Covenant of the Company . . . . . . . . . . . . . . . . . . . 21 SECTION 2.6 Return of the Index Warrant Certificate . . . . . . . . . . . 21 SECTION 2.7 Return of Moneys Held Unclaimed for Two Years . . . . . . . . . . . . . . . . . . . 22 SECTION 2.8 Designation of Agent for Receipt of Notice . . . . . . . . . 22 ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS SECTION 3.1 Owners of Index Warrants May Enforce Rights . . . . . . . . . 22 SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . 22 ARTICLE IV CANCELLATION OF INDEX WARRANTS SECTION 4.1 Cancellation of Index Warrants . . . . . . . . . . . . . . . 23 SECTION 4.2 Treatment of Owners . . . . . . . . . . . . . . . . . . . . . 23 SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . 24
3 ARTICLE V CONCERNING THE INDEX WARRANT AGENT SECTION 5.1 Index Warrant Agent . . . . . . . . . . . . . . . . . . . . . 24 SECTION 5.2 Conditions of Index Warrant Agent's Obligations . . . . . . . . . . . . . . . . . . 24 SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . 27 SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . 27 ARTICLE VI MISCELLANEOUS SECTION 6.1 Modification, Supplementation or Amendment . . . . . . . . . 28 SECTION 6.2 Notices and Demands to the Company and Index Warrant Agent . . . . . . . . . . . . 30 SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.4 Notices to Owners . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . 30 SECTION 6.7 Persons Having Rights Under the Index Warrant Agreement . . . . . . . . . . . . 31 SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . 31
EXHIBIT A - Form of Index Warrant Certificate EXHIBIT B - Form of Transfer of Index Warrant Certificate EXHIBIT C-1 - Form of Exercise Notice from Depositary Participant EXHIBIT C-2 - Form of Exercise Notice from Owner EXHIBIT C-3 - Form of Notice of Rejection EXHIBIT C-4 - Form of Confirmation of Exercise EXHIBIT C-5 - Form of Confirmation of Exercise for Delayed Exercise Warrants EXHIBIT D-1 - Form of Depositary Participant Certificate EXHIBIT D-2 - Form of Owner Certificate EXHIBIT E-1 - Form of Cancellation Certificate from Depositary Participant EXHIBIT E-2 - Form of Cancellation Certificate from Owner EXHIBIT F - Form of Expiration Notice
ii 4 INDEX WARRANT AGREEMENT THIS AGREEMENT, dated as of [________________, 19__], between THE CHASE MANHATTAN CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company") and [name of Index Warrant Agent], a [banking association] duly incorporated and existing under the laws of [_______], as Index Warrant Agent (the "Index Warrant Agent"), W I T N E S S E T H T H A T : WHEREAS, the Company proposes to sell index warrants (the "Index Warrants" or, individually, an "Index Warrant") representing the right to receive from the Company an amount in [U.S. dollars] [other currency] to be determined by [reference to movements in the [name of Index] (the "Index")] [reference to the differential between the [name of Reference Index] (the "Reference Index") and the [name of Base Index] (the "Base Index")]; and WHEREAS, the Company wishes the Index Warrant Agent to act on behalf of the Company in connection with the issuance, transfer and exercise of the Index Warrants, and wishes to set forth herein, among other things, the provisions of the Index Warrants and the terms and conditions under which they may be issued, transferred, exercised and cancelled; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I ISSUANCE, FORM, EXECUTION, DELIVERY AND REGISTRATION OF INDEX WARRANTS SECTION 1.1 Issuance of Index Warrants; Book-Entry Procedures; Successor Depository; Status of Warrants. (a) The Index Warrants will be issued in book-entry form and represented by a single global certificate (the "Index Warrant Certificate"). Each Index Warrant shall represent the right, subject to the provisions contained herein and in the Index Warrant Certificate, to receive the Cash Settlement Value (as defined in Section 2.2(f) hereof) of such Index Warrant. Such Cash Settlement Value will be payable only in [U.S. dollars] [other currency]. In no event shall any beneficial owner of Index Warrants (an "Owner") be entitled to receive any interest on the Cash Settlement Value, and the Index Warrants will not entitle the Owners to any of the rights of the Holder of any stock underlying the Index (an "Underlying Stock") or any other securities. An Index Warrant will not require or entitle the Owner thereof to sell, deliver, purchase or take delivery of any 1 5 currency, security or other instrument underlying such Index Warrant to or from the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery, or sell or deliver, any currency, security or other instrument underlying such Index Warrant to or from the Owners. Owners will not be entitled to receive definitive certificates evidencing the Index Warrants; provided, however, that if the Depositary (as defined in Section 1.1(b)) is at any time unwilling or unable to continue as Depositary for the Index Warrants and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Index Warrants in definitive form in exchange for the Index Warrant Certificate. In addition, the Company may at any time determine not to have the Index Warrants represented by an Index Warrant Certificate and, in such event, will issue Index Warrants in definitive form in exchange for the Index Warrant Certificate. In either instance, and in accordance with the provisions of this Agreement, each Owner will be entitled to have a number of Index Warrants equivalent to such Owner's beneficial interest in the Index Warrant Certificate registered in its name and will be entitled to physical delivery of such Index Warrants in definitive form by the Depositary Participant or Indirect Participant (as defined in Section 1.1(c)) through which such Owner's beneficial interest is reflected. The provisions of Sections 1.5 shall apply only if and when Index Warrants in definitive form ("Definitive Certificates") are issued hereunder. Unless the context shall otherwise require, all references in this Agreement to the Index Warrant Certificate shall include the Definitive Certificates in the event that Definitive Certificates are issued. (b) The Index Warrant Certificate shall be deposited with the Depositary or its agent (the term "Depositary," as used herein, initially refers to [The Depository Trust Company] and includes any successor depository selected by the Company as provided in Section 1.1(d)) for credit to the accounts of the Depositary Participants as shown on the records of the Depositary from time to time. (c) The Index Warrant Certificate will be registered in the name of [a nominee of] the Depositary. [The Company has been informed by the Depositary that initially its nominee will be _______________________.] The Index Warrant holdings of Depositary Participants will be recorded on the books of the Depositary. The holdings of customers of Depositary Participants, including the holdings of Indirect Participants, will be reflected on the books and records of such Depositary Participants and will not be known to the Index Warrant Agent, the Company or to the Depositary. "Depositary Participants" include securities brokers and dealers, banks and trust companies, clearing organizations and certain other organizations which are participants in the Depositary system and, for purposes of this Agreement, shall also mean participants in the book-entry 2 6 system of any successor Depositary. Access to the Depositary's system is also available to others such as banks, securities dealers and trust companies ("Indirect Participants") that clear or maintain a custodial relationship with a Depositary Participant, either directly or indirectly. The Index Warrant holdings of Owners who are customers of Indirect Participants will be reflected on the books and records of Depositary Participants in the name of the respective Indirect Participants. The Index Warrant Certificate will be held by the Depositary or its agent. Neither the Company nor the Index Warrant Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of an Index Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (d) The Company may from time to time select a new entity to act as Depositary and, if such selection is made, the Company shall promptly give the Index Warrant Agent notice to such effect identifying the new Depositary and the Index Warrant Certificate shall be delivered to the Index Warrant Agent and shall be transferred to the new Depositary as provided in Section 1.4 as promptly as possible. Appropriate changes may be made in the Index Warrant Certificate, the notice of exercise and the related notices delivered in connection with an exercise of Index Warrants to reflect the selection of the new Depositary. (e) The Index Warrants will constitute direct, unconditional and unsecured obligations of the Company and will rank on a parity with the Company's other existing and future unsecured contractual obligations and with the Company's existing and future unsecured and unsubordinated debt. SECTION 1.2 Form, Execution and Delivery of the Index Warrant Certificate. The Index Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A-1 hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Index Warrant Certificate may have imprinted or otherwise reproduced thereon such letters, number or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Index Warrants may be listed, or of the Depositary, or to conform to usage. The Index Warrant Certificate shall be signed on behalf of the Company by its [_____________________________] or any [________________________], manually or by facsimile signature, and its corporate seal or a 3 7 facsimile thereof shall be impressed, imprinted or engraved thereon, which shall be attested by its Secretary or any Assistant Secretary, either manually or by facsimile signature. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not effect the validity or enforceability of the Index Warrant Certificate that has been duly countersigned and delivered by the Index Warrant Agent. In case any officer of the Company who shall have signed the Index Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before the Index Warrant Certificate so signed shall have been countersigned and delivered by the Index Warrant Agent to the Company or delivered by the Company, such Index Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Index Warrant Certificate had not ceased to be such officer of the Company; and the Index Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of execution of such Index Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such an officer. SECTION 1.3 Index Warrant Certificate. One or more Index Warrant Certificates [relating to no more than _____________Index Warrants originally issued] may be executed by the Company and delivered to the Index Warrant Agent on or after the date of execution of this Agreement; provided that only one Index Warrant Certificate shall be outstanding at any one time. The Index Warrant Agent is authorized, upon receipt of an Index Warrant Certificate from the Company, duly executed on behalf of the Company, to countersign such Index Warrant Certificate. The Index Warrant Certificate shall be manually countersigned and dated the date of the countersignature by a duly authorized representative of the Index Warrant Agent and shall not be valid for any purpose unless so countersigned. The Index Warrant Agent shall countersign and deliver the Index Warrant Certificate to or upon the written order of the Company. The Index Warrant Certificate may be exchanged for a new Index Warrant Certificate to reflect the issuance by the Company of additional Index Warrants [; provided, however, that in no event shall the number of Index Warrants represented by the Index Warrant Certificate exceed ______________ originally issued]. To effect such an exchange the Company shall deliver to the Index Warrant Agent a new Index Warrant Certificate duly executed on behalf of the Company as provided in Section 1.2. The Index Warrant Agent shall countersign the new Index Warrant Certificate as provided in this Section 1.3 and, upon a written order of the Company, shall deliver the new Index Warrant Certificate to the Depositary in exchange for, and upon receipt 4 8 of, the Index Warrant Certificate then held by the Depositary. The Index Warrant Agent shall cancel the Index Warrant Certificate delivered to it by the Depositary and return the cancelled Index Warrant Certificate to the Company. SECTION 1.4 Registration of Transfers and Exchanges. Except as otherwise provided herein or in the Index Warrant Certificate, the Index Warrant Agent shall from time to time register the transfer of the Index Warrant Certificate in the records of the Index Warrant Agent only to the Depositary, or to a nominee of the Depositary, upon surrender of such Index Warrant Certificate, duly endorsed and accompanied by a written instrument or instruments of transfer in the form of Exhibit B hereto, duly signed by the registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a U.S. national securities exchange. Upon any such registration of transfer, the Company shall execute and the Index Warrant Agent shall countersign and deliver in the name of the designated transferee a new Index Warrant Certificate of like tenor and representing a like number of unexercised Index Warrants as evidenced by the Index Warrant Certificate at the time of such registration of transfer. The Index Warrant Certificate may be transferred as provided above at the option of the registered Holder thereof when surrendered to the Index Warrant Agent at its office or agency maintained for the purpose of transferring and exercising the Index Warrants, which shall be [south of Chambers Street in the Borough of Manhattan, the City of New York] (the "Index Warrant Agent Office"), and which is, on the date of this Agreement, [___________________, New York, New York ____________, Attention: _______________], or at the office of any successor Index Warrant Agent as provided for in Section 5.4, for another Index Warrant Certificate of like tenor and representing a like number unexercised Index Warrants. SECTION 1.5 Definitive Certificates. Any Definitive Certificates issued in accordance with Section 1.1(a) shall be in registered form substantially in the form set forth in Exhibit A-2 hereto, with such appropriate insertions, omissions, substitutions and other variations as are necessary or desirable for individual Definitive Certificates, and may represent any integral multiple of Index Warrants. The Definitive Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law 5 9 or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Index Warrants may be listed, or of the Depositary, or to conform to usage. Definitive Certificates shall be signed on behalf of the Company upon the same conditions, in substantially the same manner and with the same effect as the Index Warrant Certificate. Each Definitive Certificate, when so signed on behalf of the Company, shall be delivered to the Index Warrant Agent, which shall manually countersign and deliver the same to or upon the written order of the Company. Each Definitive Certificate shall be dated the date of its countersignature. No Definitive Certificate shall be valid for any purpose, and no Index Warrant evidenced thereby shall be exercisable, until such Definitive Certificate has been countersigned by the manual signature of a duly authorized representative of the Index Warrant Agent. Such signature by the Index Warrant Agent upon any Definitive Certificate executed by the Company shall be conclusive evidence that the Definitive Certificate so countersigned has been duly issued hereunder. Definitive Certificates delivered in exchange for the Index Warrant Certificate shall be registered in such names and addresses (including tax identification number) and in such denomination as shall be requested in writing by the Depositary or its nominee in whose name the Index Warrant Certificate is registered, upon written certification to the Company and the Index Warrant Agent, in a form satisfactory to each of them, of the applicable beneficial ownership interests in the Index Warrant Certificate. The Company shall cause to be kept at an office of the Index Warrant Agent in New York City a register (the register maintained in such office and in any other office or agency maintained by or on behalf of the Company for such purpose being herein sometimes collectively referred to as the "Index Warrant Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of and transfers of Definitive Certificates. The Index Warrant Agent is hereby appointed "Index Warrant Registrar" for the purpose of registering Definitive Certificates and transfers of Definitive Certificates as herein provided. For purposes of this Section 1.5, a "Holder of a Definitive Certificate" at any particular time is the person in whose name such Definitive Certificate is registered in the Index Warrant Register at such time. Upon surrender for registration of transfer of any Definitive Certificate at an office or agency of the Company maintained for such purpose, the Company shall execute, and the 6 10 Index Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Definitive Certificates of like tenor and representing a like number of unexercised Index Warrants. At the option of the Holder of a Definitive Certificate, Definitive Certificates may be exchanged for other Definitive Certificates of like tenor and representing a like number of unexercised Index Warrants, upon surrender of the Definitive Certificates to be exchanged at such office or agency. Whenever any Definitive Certificates are so surrendered for exchange, the Company shall execute, and the Index Warrant Agent shall countersign and deliver, the Definitive Certificates which the Holder of a Definitive Certificate making the exchange is entitled to receive. All Definitive Certificates issued upon any registration of transfer or exchange of Definitive Certificates shall be valid obligations of the Company, evidencing the same obligations of the Company, and entitled to the same benefits under this Index Warrant Agreement, as the Definitive Certificates surrendered upon such registration of transfer or exchange. Every Definitive Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Index Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Index Warrant Registrar duly executed, by the Holder of a Definitive Certificate thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Definitive Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Definitive Certificates. In the event that upon any exercise of the Index Warrants evidenced by a Definitive Certificate the number of Index Warrants exercised shall be less than the total number of Index Warrants evidenced by such Definitive Certificate, there shall be issued to the Holder thereof or its assignee a new definitive Certificate evidencing the number of Index Warrants not exercised. If any mutilated Definitive Certificate is surrendered to the Index Warrant Agent, the Company shall execute and the Index Warrant Agent shall countersign and deliver in exchange therefor a new Definitive Certificate of like tenor representing a like number of unexercised Index Warrants and bearing a number not contemporaneously outstanding. 7 11 If there shall be delivered by a Holder of a Definitive Certificate to the Company and the Index Warrant Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Definitive Certificate and of ownership thereof, (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and (iii) funds sufficient to cover any cost or expense to the Company (including any fees charged by the Index Warrant Agent) relating to the issuance of a new Definitive Certificate, then, in the absence of notice to the Company or the Index Warrant Agent that such Definitive Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Index Warrant Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Definitive Certificate, a new Definitive Certificate of like tenor representing a like number of unexercised Index Warrants and bearing a number not contemporaneously outstanding. In case the Index Warrants evidenced by any such mutilated, destroyed, lost or stolen Definitive Certificate have been exercised or have been or are about to be deemed to be exercised, the Company in its discretion may, instead of issuing a new Definitive Certificate, treat the same as if it had received written irrevocable notice of exercise in good form in respect thereof, as provided herein. Every new Definitive Certificate issued pursuant to this Section 1.5 in lieu of any mutilated, destroyed, lost or stolen Definitive Certificate shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Definitive Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Index Warrant Agreement equally and proportionately with any and all other Definitive Certificates duly issued hereunder. The provisions of this Section 1.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Definitive Certificates. Prior to due presentment of a Definitive Certificate for registration of transfer, the Company, the Index Warrant Agent and any agent of the Company or the Index Warrant Agent may treat the person in whose name such Definitive Certificate is registered as the owner of such Definitive Certificate for all purposes hereunder whatsoever, whether or not such Definitive Certificate be exercised or deemed to be exercised and neither the Company, the Index Warrant Agent nor any agent of the Company or the Index Warrant Agent shall be affected by notice to the contrary. 8 12 All Definitive Certificates surrendered for exercise, registration of transfer or exchange shall, if surrendered to any person other than the Index Warrant Agent, be delivered to the Index Warrant Agent and shall be promptly cancelled by it and shall not be reissued. The Company may at any time deliver to the Index Warrant Agent for cancellation any Definitive Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Definitive Certificates so delivered shall be promptly cancelled by the Index Warrant Agent. No Definitive Certificates shall be countersigned in lieu of or in exchange for any Definitive Certificate cancelled as provided in this Section 1.5, except as expressly permitted by this Index Warrant Agreement. All cancelled Definitive Certificates held by the Index Warrant Agent shall be disposed of as directed by the Company. ARTICLE II DURATION AND EXERCISE OF INDEX WARRANTS SECTION 2.1 Duration of Index Warrants; Minimum [and Maximum] Exercise Amounts; Notice of Exercise. (a) Subject to the limitations described herein, each Index Warrant evidenced by the Index Warrant Certificate or Definitive Certificates may be irrevocably exercised in whole but not in part [on any New York Business Day from the date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Index Warrants expires or, if such date is not a New York Business Day (as defined in Section 2.1(c) below), on the next succeeding New York Business Day] [____________________________], 199_] (the "Expiration Date") or (ii) the date of automatic exercise as provided in Section 2.3 or cancellation as provided in Section 2.4. [There is no exercise price payable by any Owner in connection with the exercise of an Index Warrant.] [The exercise price for each Index Warrant is [$______] and shall be payable by the Owner of such Index Warrant in [U.S. dollars] [other currency] (the "Exercise Price")]. Each Index Warrant may be exercised by (a) transfer of the related Index Warrants on the records of the Depositary free to the Index Warrant Agent Depositary Participant Account (entitled [_________]), or such other account of the Index Warrant Agent at the Depositary as the Index Warrant Agent shall specify (the "Index Warrant Account"), in the case of Index Warrants represented by the Index Warrant Certificate, or surrender of the Definitive Certificate or Certificates to the Index Warrant Agent at the Index Warrant Agent's Office, in the care of Index Warrants represented by Definitive Certificates, (b) except in the case of automatic exercise or cancellation, delivery of written notice (an "Exercise Notice") to the Index Warrant Agent from a Depositary Participant acting on behalf of the Owner of such Index Warrant, in the event that the Index Warrants are represented by the Index Warrant Certificate, or 9 13 from the Owner, in the event that the Index Warrants are represented by Definitive Certificates; provided, however, that Exercise Notices are subject to rejection by the Index Warrant Agent as provided herein [and (c) the payment in full to the Index Warrant Agent of the Exercise Price [[in U.S. dollars] [other currency] [in cash or by certified or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]] payable to the account of the Company]. (b) Not fewer than the minimum number [or more than the maximum number] of Index Warrants as set forth in the Index Warrant Certificate or Definitive Certificate, as the case may be, may be exercised by or on behalf of any one Owner at any one time, except that no such minimum [or maximum] exercise amount shall apply in the case of exercise (or deemed exercise) on the Expiration Date. The Exercise Notice, which shall be irrevocable, shall be in substantially the form set forth in Exhibit C-1 hereto in the case that the Index Warrants are represented by the Index Warrant Certificate, and in substantially the form set forth in Exhibit C-2 hereto in the case that the Index Warrants are represented by Definitive Certificates, [shall include a certification by the Depositary Participant that the Owners on whose behalf the Depositary Participant is exercising the Index Warrants affected by such Exercise Notice are not Index Country Residents (as defined in Section 2.1(c) below), in the case the Index Warrants are represented by the Index Warrant Certificate, and certification that such exercising Owner is not an Index Country Resident, in the case of Index Warrants represented by Definitive Certificates,] and shall be sent to the Index Warrant Agent in writing (which shall include facsimile transmissions, followed promptly by an executed original, but the date and the time of the receipt of such transmission shall be the effective date and time of such notice) at its address as set forth in such Exercise Notice or at such other address as the Index Warrant Agent may specify from time to time. An irrevocable Exercise Notice may be conditioned as set forth in Section 2.2(a), but shall otherwise be unconditional. (c) As used herein, "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange], [American Stock Exchange] or [relevant options and futures exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close[; and "Index Country Resident" means a resident of, or any corporation or other entity organized under the laws of, [name of Index country] [ name of Base Index country or Reference Index country], its territories, its possessions or other areas subject to its jurisdiction]. Except as provided in Section 2.2(b), the Index Warrant Agent and 10 14 the Company shall be entitled to rely conclusively on any Exercise Notice received by them with no duty of inquiry for either of them. SECTION 2.2 Exercise and Delivery of Index Warrants. (a) Except in the case of automatic exercise as provided in Section 2.3, and subject to Sections 2.2(b)(i) and 2.2(e), the exercise date (the "Exercise Date") for an Index Warrant shall be [(i) if the Index Warrant Agent receives delivery of such Index Warrant [, the Exercise Price] and an Exercise Notice in good order at or prior to [1:30 P.M.], New York City time on a New York Business Day, then such New York Business Day and (ii) otherwise the New York Business Day next succeeding the day on which the Index Warrant Agent receives such Index Warrant[, such Exercise Price] and such Exercise Notice] [_____________________________, 199_]. Any Exercise Notice received after [1:30 P.M.] New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered or made, as the case may be. The provisions of Section 2.3 shall apply to any Index Warrants to which such late delivery of an Exercise Notice applied. The "Designated Exercise Date" for an Index Warrant is the date that, but for Section 2.2(e), would be the Exercise Date for such Index Warrant. [Notwithstanding anything in this Agreement to the contrary, if a Depositary Participant (or Owner in the event Definitive Certificates are issued) has specified in its irrevocable Exercise Notice that such Exercise Notice is conditional (a "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of this Agreement) if [the closing value of the Index on the Valuation Date (as defined below) (such Index value, the "Reference Value") is more than [___________________] [above](1) [below](2) the closing value of the Index on the Designated Exercise Date (or if such Designated Exercise Date is not an Index Country Business Day (as defined below), on the immediately preceding Index Country Business Day)] [describe conditions applicable to Index Spread Warrants](3). As used in this Section 2.2, the "Valuation Date" for an Index Warrant shall be the Index Country Business Day next succeeding the New York Business Day on which the Index Warrant Agent has received (i) delivery of such Index Warrant [on the records of the Depository free to the Index Warrant Account] [at the place or places set forth in the Index Warrant Certificate] [, accompanied by payment in good form of the Exercise Price] and - ---------------------------------- [FN] (1) In case of Index Put Warrants. (2) In case of Index Call Warrants. (2) In case of Index Spread Warrants. [/FN] 11 15 (ii) an Exercise Notice for such Index Warrant in good order in the form of Exhibit [C-1] [C-2] to the Index Warrant Agreement, at or prior to [1:30 P.M.] New York City time and if the Index Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the "Valuation Date" shall be the next Index Country Business Day following the New York Business Day following the New York Business Day on which the Index Warrant Agent received such Index Warrant and such Exercise Notice. In such event, the Index Warrants delivered to the Index Warrant Agent with such Conditional Exercise Notice shall be redelivered free through the facilities of the Depositary to the account of such Depositary Participant (or returned to the appropriate Owner by first class mail at the expense of the Company in the event that Definitive Certificates are issued) together with a notice of rejection substantially in the form set forth in Exhibit C-3 hereto.] As used herein, "Index Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other or a day on which banking institutions generally in [name of Index country] [name of Base Index country and reference Index country] are authorized and required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] are not open for business. (b) Following receipt of the Index Warrants[, the Exercise Price] and the Exercise Notice related to such Index Warrants, the Index Warrant Agent shall: [(i) deposit all funds received by it as payment for the exercise of Index Warrants to the account of the Company maintained with it for such purpose on the date on which such Index Warrant is deemed exercised [(unless otherwise instructed in writing by the Company)], advise the Company by telephone and in writing, by facsimile transmission or otherwise, at the end of each day on which such payment is received of the amount so deposited to its account.] (ii) promptly determine whether the Definitive Certificate is in proper form, in the case of Index Warrants represented by a Definitive Certificate, [whether the Exercise Price has been paid in full in proper form] and whether the Exercise Notice has been duly completed and is in proper form and, in the case of Index Warrants represented by the Index Warrant Certificate, promptly verify that the entity that executed such notice is listed as a Depositary Participant in the most recent published edition of the Depositary's Eligible Corporate Securities Book (or comparable publication of a successor Depositary ) and, if such entity is not listed therein, the Index Warrant Agent shall make reasonable efforts to obtain telephonic verification from the Depositary's [Planning] Department (telephone no. [( ) ]) (or comparable department of a successor Depositary) that such entity is a 12 16 Depositary Participant. If the Index Warrant Agent is unable through the above-described procedures to verify that such entity is a Depositary Participant or, in any case, if the Index Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, that the Definitive Certificate is not in proper form, [or that the Exercise Price has not been paid in full in proper form,] the Index Warrant Agent shall reject the Exercise Notice and shall send to the entity that executed such notice (or in the event Definitive Certificates have been issued, to the Owner), a notice of rejection substantially in the form set forth in Exhibit C-3 hereto and redeliver the Index Warrants to which such rejected Exercise Notice relates free through the facilities of the Depositary to the account from which they were transferred (or in the event Definitive Certificates have been issued, to the Owner) [and redeliver any payment of the Exercise Price which accompanied such rejected Exercise Notice free through the facilities of the Depositary to the account from which such payment was transferred (or in the event Definitive Certificates have been issued, to the Owner)]; (iii) notify the Company by 5:00 P.M., New York City time, on the New York Business Day such Exercise Notice is received (or deemed to have been received) of the number of Index Warrants in respect of which Exercise Notices, not rejected pursuant to clause (ii) above, were received (or deemed to have been received) at or prior to [1:30 P.M.], New York City time, on such date and the number of Conditional Exercise Notices (and the number of Index Warrants to which such Conditional Exercise Notices relate); (iv) before 5:00 P.M., New York City time, on the first Index Country Business Day following the Designated Exercise Date for such Index Warrants (or, if such Index Country Business Day is not a New York Business Day, on the next succeeding New York Business Day), (x) after obtaining the Reference Value, determine whether any Conditional Exercise Notices have become void pursuant to Section 2.2(a), and if so promptly notify the Company and send notice in the form of Exhibit C-3 hereto to the appropriate Depositary Participant or Owner, as the case may be, and (y) determine the aggregate number of Index Warrants covered by Exercise Notices that have not become void pursuant to Section 2.2(a) or been rejected pursuant to Section 2.2(b)(i) (the "Tendered Index Warrants"); (v) by 5:00 P.M., New York City time, on the first Index Country Business Day following the Designated Exercise Date for the Tendered Index Warrants (or the New York Business Day immediately succeeding such Index Country Business Day if such Index Country Business Day is not a New York Business Day) covered by such Exercise Notice determine pursuant to Section 2.2(e) the number of such Tendered Index Warrants for which the 13 17 Designated Exercise Date shall be the Exercise Date (such Tendered Index Warrants, "Exercised Index Warrants"); (vi) by 5:00 P.M., New York City time, on the Valuation Date (or the New York Business Day immediately succeeding the Valuation Date if the Valuation Date is not a New York Business Day) (x) obtain the Index Value (and the exchange rate) to be used to determine the Cash Settlement Value, in each case, applicable to such Exercised Index Warrants, (y) calculate and advise the Company of the aggregate Cash Settlement Value with respect to such Exercised Index Warrants and (z) send notice of confirmation of exercise in the form set forth in Exhibit C-4 hereto (or, if applicable, Exhibit C-5 hereto) to such Depositary Participant (or in the event Definitive Certificates have been issued, to the Owners); and (vii) promptly deliver a copy of such Exercise Notices to the Company and advise the Company of such other matters relating to any of the Index Warrants covered thereby, whether or not they constitute Tendered Index Warrants or Exercised Index Warrants, as the Company shall reasonably request. Any notice to be given to the Company by the Index Warrant Agent pursuant to this Section 2.2 or Section 2.3 shall be by telephone (promptly confirmed in writing) or telecopy (receipt to be promptly confirmed by telephone). (c) With respect to all Index Warrants duly exercised or deemed exercised on a date, the Company shall make available to the Index Warrant Agent, on or before [1:30 P.M.] New York City time, on the fifth New York Business Day following the Valuation Date for the relevant Index Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date") funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Exercised Index Warrants. Provided that the Company has made adequate funds available to the Index Warrant Agent in a timely manner, which shall, in no event, be later than [1:30 P.M.], New York City time, the Index Warrant Agent will make payment available in the form of a check [or bank wire transfer if the payment is greater than $_________] (i) in the case of exercise of Index Warrants represented by the Index Warrant Certificate, to the appropriate Depositary Participant after [1:30 P.M.], New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the Cash Settlement Value in respect of the Exercised Index Warrants exercised by such Depositary Participant and (ii) in the case of exercise of Index Warrants represented by Definitive Certificates, to the appropriate Owner after [1:30 P.M.], New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the Cash Settlement Value of the Exercised Index Warrants exercised by such Owner. In the case of payments by the Index Warrant 14 18 Agent to a Depositary Participant, such Depositary Participant shall be responsible for crediting the Cash Settlement Value of such Index Warrants to the appropriate Owner. (d) The Index Warrant Agent promptly shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Index Warrants represented by the Index Warrant Certificates or Definitive Certificates, as the case may be, by the number of such Index Warrants (i) for which it has received Exercise Notices in proper form, (ii) that were delivered to the Index Warrant Account, in the case of Index Warrants represented by the Index Warrant Certificate, or that were surrendered to the Index Warrant Agent in the case of Index Warrants represented by Definitive Certificates and (iii) for which payment has been made as provided in Section 2.2(c) promptly after such delivery and payment. (e) In the event that the aggregate number of Tendered Index Warrants with respect to any single Designated Exercise Date (as determined by the Index Warrant Agent pursuant to Section 2.2(b) (iii)) shall equal or exceed [_______ ] (such number, the "Maximum Exercisable Number"), the provisions of this Sections 2.2(e) shall apply to the exercise of such Index Warrants. (i) The Company may at its sole option, notify the Index Warrant Agent in writing (including by facsimile transmission) not later than [_________], New York City time, on the first Index Country Business Day following such Designated Exercise Date (or, if such Index Country Business Day is not a New York Business Day, on the next succeeding New York Business Day) to the effect that the Company has elected to exercise its option under this Section 2.2(e) to limit the number of Index Warrants for which the Exercise Date will occur on such Designated Exercise Date to a number (the "Elected Maximum Number") not smaller than the Maximum Exercisable Number. If the Index Warrant Agent shall not have received such notice by such time, none of the following provisions in this Section 2.2(e) shall apply to such Tendered Index Warrants, such Designated Exercise Date shall be the Exercise Date for such Tendered Index Warrants and all of such Tendered Index Warrants shall be deemed to be "Exercised Index Warrants" for purposes of Section 2.2(b). (ii) If the Index Warrant Agent shall have received the notice contemplated by clause (i) above by the time specified in such clause (i), then prior to 5:00 P.M., New York City time on the first Index Country Business Day following such Designated Exercise Date (or, if such Index Country Business Day is not a New York Business Day, on the next succeeding New York Business Day), the Index Warrant 15 19 Agent shall select [by lot or such other method as the Warrant Agent deems appropriate] from all such Tendered Index Warrants, subject to clause (iii) below, Tendered Index Warrants for which the Exercise Date will occur on such Designated Exercise Date in an aggregate amount equal to the Elected Maximum Number. Only the Tendered Index Warrants so selected shall be deemed to be "Exercised Index Warrants" for purposes of Section 2.2(b). The Tendered Warrants not so selected are referred to herein as "Delayed Exercise Index Warrants" and shall be subject to exercise as provided in clause (iii) below. (iii) For purposes of this Section 2.2, each Delayed Exercise Index Warrant shall be deemed to have a new Designated Exercise Date on the New York Business Day next succeeding the original Designated Exercise Date, and this Section 2.2 shall apply as if one or more Exercise Notices with respect to the Delayed Exercise Index Warrants had been received by the Index Warrant Agent prior to [1:30 P.M.], New York City time, on such New York Business Day (except that (x) any Delayed Exercise Index Warrant with respect to which any such deemed Designated Exercise Date is on or after the [_____] New York Business Day preceding the Expiration Date will be subject to Automatic Exercise as provided in Section 2.3, (y) the Reference Value for any Delayed Exercise Index Warrant covered by a Conditional Exercise Notice shall in any event be determined by reference to the original Designated Exercise Date therefor (or, if applicable, the first Index Country Business Day preceding such original Designated Exercise Date) and (z) the notice of confirmation of exercise with respect to Delayed Exercise Index Warrants given by the Index Warrant Agent pursuant to Section 2.2(b)(v) shall be in the form set forth in Exhibit C-5 hereto); provided, however, that, other than in the case of an Automatic Exercise, in the event that the aggregate number of such Delayed Exercise Index Warrants, together with any additional Tendered Index Warrants for which the Designated Exercise Date is such New York Business Day, shall again exceed the Maximum Exercisable Number, the provisions of this Section 2.2(e) shall apply, mutatis mutandis, to the exercise of such Delayed Exercise Index Warrants and such additional Tendered Index Warrants; and provided, further, however, that such Delayed Exercises Index Warrants shall in any event be given priority over such additional Tendered Index Warrants in the selection pursuant to clause (ii) above, and among such Delayed Exercise Index Warrants, priority in such selections shall be given to Index Warrants in the order of their original Designated Exercise Dates, with Index Warrants having the same original Designated Exercise Date being selected by lot as described in Section 2.2(e)(ii) above. 16 20 (iv) In connection with any issuance by the Company of additional Index Warrants under this Agreement, the Company has the right, but is not obligated, to increase the Maximum Exercisable Number. (f) For the purposes of this Index Warrant Agreement: The "Cash Settlement Value" of an Exercised Index Warrant (whether exercised automatically or by Exercise Notice) shall mean [_________] [fraction of excess amount] [of the U.S. dollar equivalent (rounded to the nearest [dollar] [cent])] [other currency] of [the amount, if any by which (i) the Fixed Amount exceeds (ii) the Index Value](4) [the amount, if any, by which (i) the Index Value exceeds (ii) the Fixed Amount](5) [the amount, if any, by which [insert formula for determining Cash Settlement Value for Index Spread Warrants]](6); provided that if such amount is less than zero, then the Cash Settlement Value shall be zero. [The "Fixed Amount" for any exercised Index Warrant shall be [insert the definition set forth in the Prospectus Supplement]].(7) [The "Index Value" for any exercised Index Warrant shall be the closing value of the Index on the Valuation Date for such Index Warrants (where [________] point[s] of the Index is treated as [fraction of Index currency unit]) and shall be obtained by the Index Warrant Agent.](8) [The exchange rate (or manner of calculating such rate) for conversation of the [Fixed Amount], [the Exercise Price] and the [Index Value] into U.S. dollars shall be [________] [set forth such rate or manner of calculating such rate] and shall be obtained by the Index Warrant Agent. "U.S. dollars", "U.S.$" or "$" are references to the currency of the United States of America. "[Index currency]" [or "_______" are references to the currency of [name of other country]].(9) - ---------------------------------- [FN] (4) In case of Index Put Warrants. (5) In case of Index Call Warrants. (6) In case of Index Spread Warrants. (7) In case of Index Put Warrants or Index Call Warrants. (8) In case of Index Put Warrants or Index Call Warrants. (9) In case of Index Put Warrants or Index Call Warrants. [/FN] 17 21 [Insert definitions used to determine the Cash Settlement Value for Index Spread Warrants].(10) SECTION 2.3 Automatic Exercise of the Index Warrants. (a) All Index Warrants with respect to which (i) there has been no proper delivery to the Index Warrant Account, in the case of Index Warrants represented by the Index Warrant Account Certificate, or which have not been surrendered to the Index Warrant Agent, in the case of Index Warrants represented by Definitive Certificates, or no valid Exercise Notice has been received by the Index Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Index Warrants, (ii) the Exercise Date for which has been postponed pursuant to Section 2.2(e) to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Index Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Index Warrants have not been listed on another U.S. national securities exchange or quoted through a self-regulatory organization (a "Self-Regulatory Organization") in the United States which operates pursuant to rules and regulations of a self-regulatory organization that are filed with the Securities and Exchange Commission (the "Commission") pursuant to Section 19(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Index Warrant Agent. By 5:00 P.M., New York City time, on the Expiration Date, the Index Warrant Agent shall advise the Company of the number of unexercised Index Warrants outstanding after [1:30 P.M.], New York City time, on such day. The Valuation Date for such Index Warrants shall be the first Index Country Business Day following such Expiration Date. (b) On the Valuation Date for the Index Warrants (or if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day), the Index Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f)) of the Index Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M., New York City time, on such Valuation Date (or, if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day) of the Cash Settlement Value with respect to such Index Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Index Warrants as the Company shall reasonably request. [Following the Expiration Date, the Depositary shall deliver to the Index Warrant Agent one - ---------------------------------- [FN] (10) In case of Index Spread Warrants. [/FN] 18 22 or more certificates from the appropriate Depositary Participant in the form of Exhibit D-1 attached hereto, dated no earlier than the Expiration Date, executed by such Depositary Participant, setting forth the total number of automatically exercised Index Warrants with respect to which the Depositary Participant has received certification that the beneficial owners thereof are not Index Country Residents. In the event that the Index Warrants automatically exercised are represented by Definitive Certificates, the appropriate Owner will deliver to the Index Warrant Agent (x) the Definitive Warrant Certificates to be automatically exercised and (y) a certificate in the form of Exhibit D-2 hereto, dated no earlier than the Expiration Date setting forth the number of Index Warrants automatically exercised, and confirming that such Owner is not an Index Country Resident.] On the Expiration Date all the Index Warrants will be cancelled and will represent only a right to receive [(i)] the Cash Settlement Value [(ii) minus the Exercise Price]. (c) Provided that the Company has made adequate funds available to the Index Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Index Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Index Warrant Agent will make payment available in the form of a check [or a bank wire transfer if the payment is greater than $_____________] (i) in the event that the automatically exercised Index Warrants are represented by the Index Warrant Certificate, to the Depositary, after [1:30 P.M.], New York City time, but prior to the close of business, on the fifth New York Business Day following the Valuation Date for such automatically exercised Index Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check to be in the amount of [(i)] the aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Index Warrants that have been automatically exercised and transferred to the Index Warrant Account [and with respect to which the Depositary has notified the Index Warrants Agent that the Depositary has received certification that the beneficial owners have thereof are not Index Country Residents], and (ii) in the event that the automatically exercised Index Warrants are represented by Definitive Certificates, to the appropriate Owner, after [1:30 P.M.], New York City time, but prior to the close of business, on the fifth New York Business Day following the Valuation Date for such automatically exercised Index Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) such check in the amount of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] of the automatically exercised Index Warrants delivered to the Index Warrant Agent by such Owner [and for which the Index Warrant 19 23 Agent has received certification that the appropriate Owner is not an Index Country Resident]; provided, however, that the Index Warrant Agent shall withhold payment of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Index Warrants for which the Index Warrant Agent has not received [(i)] the related Index Warrants through transfer of such Index Warrants to the Index Warrant Account, in the case of Index Warrants represented by the Index Warrant Certificate, or through delivery of the Definitive Certificates, in the case of Index Warrants represented by Definitive Certificates [, and (ii) certification that the beneficial owner of such Index Warrants is not an Index Country Resident, dated no earlier than the Expiration Date and in the form of Exhibit D-1 hereto, in the case of Index Warrants represented by the Index Warrant Certificate, or Exhibit D-2 hereto, in the case of the Index Warrants represented by Definitive Certificates]. If pursuant to the immediately preceding sentence the Index Warrant Agent has not withheld payment with respect to any Index Warrants, the Index Warrant Agent shall promptly cancel the Index Warrant Certificate representing the Index Warrants automatically exercised to this Section and deliver it to the Company. If the Index Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Index Warrants, the Index Warrant Agent shall act as a successor Depositary and cancel the Index Warrant Certificate and deliver it to the Company only upon [receipt of Certificates in the form of Exhibit D-1 to this Agreement from the appropriate Depositary Participants with respect to all of the Index Warrants then evidenced by the Index Warrant Certificate and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Index Warrant Agent's sole responsibility as successor Depositary with respect to the Unexercised Index Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Index Warrants upon receipt of [(i)] the related Index Warrants [and (ii) certificates in the form of Exhibits C-1 and C-2 to this Agreement from the appropriate Depositary Participants and Owners, respectively.] SECTION 2.4 Discontinuance or Modification of [the] [an] Index. (a) In the event that [the] [an] [Index is not calculated and announced by [name of Index publisher] (the "Index Publisher")] [Base Index is not calculated and announced by [name of Base Index Publisher] or the Reference Index is not calculated and announced by [name of Reference Index publisher] [each an "Index Publisher")] on a Valuation Date but is calculated and publicly announced by another person or party not affiliated with the Company and acceptable to the Company (the "Third Party"), the applicable Cash Settlement Value shall nevertheless be calculated by reference to the value of the closing quotation for 20 24 the [Index] [Base Index or Reference Index] so calculated and announced by the Third Party. (b) In the event that prior to a Valuation Date [the] [an] Index Publisher or the Third Party makes a material change in the formula for or the method of calculating the [relevant] Index, the Company shall promptly appoint an investment or commercial bank of international standing that is not an affiliate of the Company (the "Independent Expert") who shall make such calculations as may be required to determine the applicable Cash Settlement Value using the formula and method of calculating [the] [such] Index as in effect prior to such change or modification. (c) If on a Valuation Date neither [the] [an] Index Publisher nor any Third Party is calculating and disseminating the [relevant] Index and neither has provided any successor index, the Company shall promptly appoint an Independent Expert who shall make such calculations as it determines may be required to determine the applicable Cash Settlement Value using the formula and method of calculating the [relevant] Index as in effect on the date [the] [such] Index was last so calculated. (d) If any of the events referred to in Sections 2.4(a) through (c) occur, the Company shall promptly make available information regarding the composition, method of calculation and current level of the [relevant] Index or successor index upon written request to the Company's offices at One Chase Manhattan Plaza, New York, New York 10081, Attention: [___________]. In addition, the Company will undertake reasonable efforts to ensure that such information is publicly available. In the event [the] [an] Index Publisher elects to suspend or discontinue calculating or announcing the [relevant] Index, the Company will so notify Owners by giving notice to the Depositary. SECTION 2.5 Covenant of the Company. The Company covenants, for the benefit of the Owners, that (i) it will cause the Index Warrants to be listed on [name of U.S. national securities exchange] and (ii) until the Expiration Date, it will not seek the delisting of the Index Warrants from, or permanent suspension of their trading on, [name of U.S. national securities exchange] unless prior to such delisting or suspension the Index Warrants shall have been listed, and shall be trading, on another U.S. national securities exchange or shall be quoted through a Self- Regulatory Organization. SECTION 2.6 Return of the Index Warrant Certificate. At such time as all of the Index Warrants have been exercised, deemed automatically exercised or otherwise cancelled, the Index Warrant Agent shall return the cancelled Index Warrant Certificate to the Company. 21 25 SECTION 2.7 Return of Moneys Held Unclaimed for Two Years. Any moneys deposited with or paid to the Index Warrant Agent for the payment of the Cash Settlement Value of any Index Warrants and not applied but remaining unclaimed for two years after the date upon which such Cash Settlement Value shall have become due and payable, shall be repaid by the Index Warrant Agent to the Company, and the Owner of such Index Warrants shall thereafter look only to the Company for any payment which such Owner may be entitled to collect and all liability of the Index Warrant Agent with respect to such moneys shall thereupon cease; provided, however, that the Index Warrant Agent, before making any such repayment, may at the expense of the Company notify the Owners concerned that said moneys have not been so applied and remain unclaimed and that after a date named therein any unclaimed balance of said moneys then remaining will be returned to the Company. SECTION 2.8 Designation of Agent for Receipt of Notice. The Company may from time to time designate in writing to the Index Warrant Agent a designee for receipt of all notices to be given by the Index Warrant Agent pursuant to this Article II and all such notices thereafter shall be given in the manner herein provided by the Index Warrant Agent to such designee and each such notice shall be as effective as if given directly to the Company. ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS SECTION 3.1 Owners of Index Warrants May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Owner, without the consent of the Index Warrant Agent, may, in and for his own behalf and for his own benefit, enforce and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise and to receive payment for his Index Warrants as provided in the Index Warrant Certificate and in this Agreement. SECTION 3.2 Consolidation, Merger or Other Disposition. If at any time the Company shall consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to another person, then in any such event the successor or assuming corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named as the Company herein and in the Index Warrants; the Company, except in the event of a lease, shall thereupon be relieved of any further obligation hereunder or under the Index Warrants, and, in the event of any such consolidation, merger, conveyance, transfer or 22 26 lease, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation shall expressly assume, by an amendment to this Agreement, executed and delivered to the Index Warrant Agent, in form satisfactory to such Index Warrant Agent, the due and punctual payment of any and all amounts payable by the Company pursuant to this Agreement and the performance of every covenant of this Agreement on the part of the Company to be performed or observed. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Index Warrant Certificate representing the Index Warrants not theretofore exercised, in exchange and substitution for the Index Warrant Certificate theretofore issued. Such Index Warrant Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Index Warrant Certificate theretofore issued in accordance with the terms of this Agreement as though such new Index Warrant Certificate had been issued at the date of the execution hereof. In any case of any such consolidation, merger, conveyance, transfer or lease of substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Index Warrant Certificates as may be appropriate. The Index Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease of substantially all of the assets of the Company complies with the provisions of this Section 3.2 ARTICLE IV CANCELLATION OF INDEX WARRANTS SECTION 4.1 Cancellation of Index Warrants. In the event the Company shall purchase or otherwise acquire Index Warrants, such Index Warrants may, at the option of the Company, be surrendered free through a Depositary Participant for credit to the account of the Index Warrant Agent maintained at the Depositary, and if so credited, the Index Warrant Agent shall promptly note the cancellation of such Index Warrants by notation on the records of the Index Warrant Agent. Such Index Warrants may also, at the option of the Company, be resold by the Company directly to or through any of its affiliates in lieu of being surrendered to the Depositary. No Definitive Certificate shall be countersigned in lieu of or in exchange for any Index Warrant which is cancelled as provided herein, except as otherwise expressly permitted by this Agreement. SECTION 4.2 Treatment of Owners. The Company, the Index Warrant Agent and any agent of the Company or the Index Warrant Agent may deem and treat the person in whose name an 23 27 Index Warrant Certificate shall be registered in the records of the Index Warrant Agent as the Owners of all right, title and interest in such Index Warrant Certificate (notwithstanding any notation of ownership or other writing thereon) for any purpose and as the person entitled to exercise the right represented by the Index Warrants evidenced thereby, and neither the Company nor the Index Warrant Agent, nor any agent of the Company or the Index Warrant Agent shall be affected by any notice to the contrary, except that the Index Warrant Agent and the Company shall be entitled to rely on and act pursuant to instructions of Depositary Participants as contemplated by Article II of this Agreement. This Section 4.2 shall be without prejudice to the rights of Owners as described elsewhere herein. SECTION 4.3 Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of Index Warrants; provided, however, that the Company shall not be required to pay any tax or other governmental charge which may be payable in respect of any transfer involving any beneficial or record interest in or ownership interest of any Index Warrants. ARTICLE V CONCERNING THE INDEX WARRANT AGENT SECTION 5.1 Index Warrant Agent. The Company hereby appoints [___________________] as Index Warrant Agent of the Company in respect of the Index Warrants and the Index Warrant Certificate upon the terms and subject to the conditions set forth herein and in the Index Warrant Certificate; and [_______________] hereby accepts such appointment. The Index Warrant Agent shall have the powers and authority granted to and conferred upon it in the Index Warrant Certificate and hereby and such further powers and authority acceptable to it to act on behalf of the Company as the Company amy hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Index Warrant Certificate are subject to and governed by the terms and provisions hereof. SECTION 5.2 Conditions of Index Warrant Agent's Obligations. The Index Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof and of the Index Warrant Certificate, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Owners from time to time of the Index Warrants shall be subject: (a) The Company agrees promptly to pay the Index Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Index Warrant Agent and to reimburse the Index Warrant Agent for its reasonable out-of-pocket expenses (including reasonable attorneys' fees 24 28 and expenses) incurred by the Index Warrant Agent without negligence, bad faith or breach of this Agreement on its part in connection with the services rendered by it hereunder. The Company also agrees to indemnify the Index Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including reasonable attorneys' fees and expenses) incurred without negligence, bad faith or breach of this Agreement on the part of the Index Warrant Agent, arising out of or in connection with its acting as such Index Warrant Agent hereunder or with respect to the Index Warrants, as well as the reasonable costs and expenses of defending against any claim of liability in connection with the exercise or performance at any time of its power or duties hereunder or with respect to the Index Warrants. The obligations of the Company under this subsection (a) shall survive the exercise of the Index Warrant Certificates and the resignation or removal of the Index Warrant Agent. (b) In acting under this Index Warrant Agreement and in connection with the Index Warrants, the Index Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the Owners or the registered Holder of the Index Warrant Certificate. (c) The Index Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (d) The Index Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted or thing suffered by it in reliance upon any Index Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper of document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) The Index Warrant Agent, and its officers, directors and employees, may become the Owner of, or acquire any interest in, any Index Warrants or other obligations of the Company, with the same rights that it or they would have if it were not such Index Warrant Agent, officer, director or employee, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depository, trustee or agent for, any committee or body of Owners of Index Warrants or other obligations of the Company 25 29 as freely as if it were not such Index Warrant Agent, officer, director or employee hereunder. (f) The Index Warrant Agent shall not be under any liability for interest on any moneys at any time received by it pursuant to any of the provisions of this Agreement or of the Index Warrant Certificate. (g) The Index Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Index Warrant Agent) or with respect to the validity or execution of the Index Warrant Certificate (except its countersignature thereof). (h) The recitals contained herein and in the Index Warrant Certificate (except as to the Index Warrant Agent's countersignature thereon) shall be taken as the statements of the Company and the Index Warrant Agent assumes no responsibility for the correctness of the same. (i) The Index Warrant Agent shall be obligated to perform only such duties as are herein and in the Index Warrant Certificate specifically set forth and no implied duties or obligations shall be read into this Agreement or the Index Warrant Certificate against the Index Warrant Agent. The Index Warrant Agent shall not be under any obligation to take any action hereunder likely to involve it in any expense or liability, the payment of which is not, in its reasonable opinion, assured to it. The Index Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of the Index Warrant Certificate countersigned by the Index Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of any proceeds of the Index Warrant Certificates. The Index Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Index Warrant Certificate or in the case of the receipt of any written demand from an Owner of an Index Warrant with respect to such default, except as provided in Section 6.2 hereof, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. (j) Unless specifically provided herein or in the Index Warrant Certificate, any order, certificate, notice, request, direction or other communication from the Company made or given by the Company under any provision of this 26 30 Agreement shall be sufficient if signed by its [___________] or any [___________________]. SECTION 5.3 Compliance With Applicable Laws. The Index Warrant Agent agrees to comply with all applicable federal and state laws in respect of the services rendered by it under this Agreement and in connection with the Index Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Index Warrant Agent expressly assumes all liability for failure to comply with such laws, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding. SECTION 5.4 Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the Owners from time to time of the Index Warrants, that there shall at all times be an Index Warrant Agent hereunder until all the Index Warrants are no longer exercisable. (b) The Index Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Index Warrant Agent and acceptance of such appointment by such successor Index Warrant Agent, as hereinafter provided. The Index Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Index Warrant Agent (which shall be a banking institution organized under the laws of the United States of America, or one of the states thereof or the District of Columbia, having an office or an agent's office [south of Chambers Street] in the Borough of Manhattan, The City of New York and authorized under such laws to exercise corporate trust powers) by an instrument in writing filed with such successor Index Warrant Agent and the acceptance of such appointment by such successor Index Warrant Agent. In the event a successor Index Warrant Agent has not been appointed and has not accepted its duties within 90 days of the Index Warrant Agent's notice of resignation, the Index Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Index Warrant Agent. (c) In case at any time the Index Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its 27 31 property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or similar law, or if any public officer shall have taken charge or control of the Index Warrant Agent or its property or affairs, for the purpose of rehabilitation, conservation, or liquidation, a successor Index Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Index Warrant Agent. Upon the appointment as aforesaid of a successor Index Warrant Agent and acceptance by the latter of such appointment, the Index Warrant Agent so superseded shall cease to be Index Warrant Agent hereunder. (d) Any successor Index Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Index Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Index Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Index Warrant Agent shall be entitled to receive, all moneys, securities and other property on deposit with or held by such predecessor, as Index Warrant Agent hereunder. (e) Any corporation into which the Index Warrant Agent hereunder may be merged or converted or any corporation with which the Index Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Index Warrant Agent shall be a party, or any corporation to which the Index Warrant Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Index Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Index Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. ARTICLE VI MISCELLANEOUS SECTION 6.1 Modification, Supplementation or Amendment. (a) This Agreement may be modified, supplemented or amended by the Company and the Index Warrant Agent, without the consent of the registered Holder of the Index Warrant Certificate or the Owners, for the purpose of curing any ambiguity, or of 28 32 curing, correcting or supplementing any defective provision contained herein or in such Index Warrant Certificate, maintaining the listing of any Index Warrants on any U.S. national securities exchange or the quotation of any Index Warrant through a Self-Regulatory Organization or registration of such Index Warrants under the Exchange Act, permitting the issuance of Index Warrants in definitive form in accordance with Section 1.1(a), reflecting the issuance by the Company of additional Index Warrants of the same issue or reflecting the appointment of a successor depositary in accordance with Section 1.1(d) or in any other manner which the Company may deem necessary or desirable; provided that such action shall not materially adversely affect the interests of the Owners of Index Warrants. Notwithstanding anything in this Section 6.1 to the contrary, this Agreement may not be amended to provide for the countersigning by the Index Warrant Agent of Index Warrant Certificates evidencing in the aggregate in excess of [_______] Index Warrants unless and until the Index Warrant Agent has received notice from [name of Stock Exchange] or any successor U.S. national securities exchange or Self-Regulatory Organization that the additional Index Warrants in excess of [_____________] have been approved for listing on such exchange or quotation through such Self-Regulatory Organization. (b) The Company and the Index Warrant Agent may modify or amend this Agreement and the Index Warrant Certificate, with the consent of the Owners of not fewer than a majority in number of the then outstanding unexercised Index Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that increases the Exercise Price, [decreases the Fixed Amount,](11) [increases the Fixed Amount,](12) [describe prohibited modifications to Index Spread Warrants](13) shortens the period of time during which the Index Warrants may be exercised, increases the minimum or decreases the maximum number of Index Warrants that may be exercised by or on behalf of any one Owner at any one time, changes the formula for determining the Cash Settlement Value, [insert other prohibited modifications or amendments] or otherwise materially and adversely affects the exercise rights of the Owners or reduces the number of outstanding Index Warrants the consent of the Owners of which is required for modification, supplementation or amendment of this Agreement or the Index Warrant Certificate, may be made without the consent of each Owner affected thereby. Prior to the issuance of any Definitive Certificates pursuant to Section 1.1(a), the Company and the - ---------------------------------- [FN] (11) In case of Index Put Warrants. (12) In case of Index Call Warrants. (13) In case of Index Spread Warrants. [/FN] 29 33 Index Warrant Agent shall be entitled to rely upon any certification in form satisfactory to each of them that any requisite consent has been obtained from Holders of beneficial ownership interests in the Index Warrant Certificate. Such certification may be provided by Depositary Participants acting on behalf of such beneficial owners of Index Warrants, provided that any such certification is accompanied by a certification from the Depositary as to the Index Warrant holdings of such Depositary Participants. SECTION 6.2 Notices and Demands to the Company and Index Warrant Agent. If the Index Warrant Agent shall receive any notice or demand addressed to the Company by any Owner pursuant to the provisions of the Index Warrant Certificate, the Index Warrant Agent shall promptly forward such notice or demand to the Company. SECTION 6.3 Addresses for Notices. Any communications from the Company to the Index Warrant Agent with respect to this Agreement shall be addressed to [name of Index Warrant Agent], [address, New York, New York _____] (facsimile: [_____________]) (telephone: [____________]), Attention: Corporate Trust Department; any communications from the Index Warrant Agent to the Company with respect to this Agreement shall be addressed to The Chase Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081 (facsimile: [_______ __]) (telephone: 212-[ ]), Attention: [_________] (or such other address as shall be specified in writing to the other parties hereto by the Index Warrant Agent or the Company, respectively). SECTION 6.4 Notices to Owners. The Company or the Index Warrant Agent may cause to have notice given to the Owners of Index Warrants by providing the Depositary with a form of notice to be distributed by the Depositary to Depositary Participants in accordance with the custom and practices of the Depositary. SECTION 6.5 Governing Law. The validity, interpretation and performance of this Agreement and each Index Warrant issued hereunder and of the respective terms and provisions thereof shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6.6 Obtaining of Governmental Approvals. The Company will from time to time use its best efforts to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the [name of U.S. national securities exchange] and filings under the United States federal and state laws, which may be or become required in connection with the issuance, sale, trading, transfer or delivery of the Index Warrants, the Index Warrant Certificate and the exercise of the Index Warrants. 30 34 SECTION 6.7 Persons Having Rights Under the Index Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Index Warrant Agent, the registered Holder of the Index Warrant Certificate and the Owners any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement shall be for the sole and exclusive benefit of the Company and the Index Warrant Agent and their successors and of the registered Holder of the Index Warrant Certificate and the Owners. SECTION 6.8 Headings. The descriptive headings of the several Articles and Sections and the Table of Contents of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 6.9 Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. SECTION 6.10 Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Index Warrant Agent, for inspection by the registered Holder of the Index Warrant Certificate, Depositary Participants, Indirect Participants and Owners. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By: --------------------------------------- [Title] [Name of Index Warrant Agent] By: --------------------------------------- [Title] 31 35 EXHIBIT A-1 [Legend Required By Depository] [NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS WARRANT UNLESS THE INDEX WARRANT AGENT HAS RECEIVED THE CERTIFICATION DESCRIBED IN THE INDEX WARRANT AGREEMENT] EXERCISABLE ONLY IF COUNTERSIGNED BY THE INDEX WARRANT AGENT AS PROVIDED HEREIN No. CUSIP No. [__________] BOOK-ENTRY INDEX WARRANT CERTIFICATE representing [up to __________] [insert name of index/indices] Index [Put/Call/Spread] Warrants Expiring [__________, 19___] THE CHASE MANHATTAN CORPORATION This certifies that [____________________] or registered assigns is the registered Holder of [insert name of Index/Indices] Index [Put/Call/Spread] Warrants (the "Index Warrants") or such lesser amount as is indicated in the records of [name of Index Warrant Agent], as Index Warrant Agent. Each Index Warrant entitles the beneficial owner thereof (an "Owner"), subject to the provisions contained herein and in the Index Warrant Agreement referred to below, to receive the [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as defined herein). In no event shall any Owners be entitled to any interest on any Cash Settlement Value. Subject to the terms of the Index Warrant Agreement and the limitations described herein, the Index Warrants may be irrevocably exercised [on any New York Business Day from their date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Index Warrants expires or, if such date is not a New York Business Day (as defined in the Index Warrant Agreement), on the next succeeding New York Business Day] [__________, 199_] (the "Expiration Date") or (ii) the date of automatic exercise or cancellation as further described below and as provided in the Index Warrant Agreement. Except in the case of exercise on the Expiration Date, automatic exercise or cancellation as described below, not fewer than [__________] [or more than] Index Warrants may be exercised by or on behalf of any one Owner on any one day. References herein to A-1-1 36 "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References to "[name of Index currency]" or "[__________]" are to the currency of [name of Index Country]. As used herein, the term "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange] [American Stock Exchange] or [relevant futures and options exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close; "Index Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other or a day on which banking institutions generally in [name of Index Country] [name of Base Index Country or Reference Index Country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] [is/are] not open for business[; and "Index Country Resident" means a resident of, or any corporation or other entity organized under the laws of, [name of Index country] [name of Base Index Country or Reference Index country], its territories, its possessions or other areas subject to its jurisdiction]. This Index Warrant Certificate is issued under and in accordance with the Index Warrant Agreement, dated as of [__________, 19_] (the "Index Warrant Agreement"), between the Company and the Index Warrant Agent, and is subject to the terms and provisions contained in the Index Warrant Agreement, to all of which terms and provisions all Owners of the Index Warrants represented by this Index Warrant Certificate and the registered Holder of this Index Warrant Certificate consent by acceptance hereof by the Depositary (as defined below). Copies of the Index Warrant Agreement are on file at the principal corporate trust office of the Index Warrant Agent in New York City. Except as provided in the Index Warrant Agreement, Owners will not be entitled to receive definitive certificates evidencing their Index Warrants. Index Warrant holdings will be held through a depositary selected by the Company which initially is [The Depositary Trust Company] (the "Depositary", which term, as used herein, includes any successor depositary selected by the Company) as further provided in the Index Warrant Agreement. Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Index Warrant Agreement. The Cash Settlement Value of an exercised Index Warrant (whether exercised automatically or by notice) shall mean [insert fraction] of [the U.S. dollar equivalent (rounded to the nearest [dollar][cent])] of [the amount, if any, by which (i) the Fixed A-1-2 37 Amount exceeds (ii) the Index Value](14) [the amount, if any, by which (i) the Index Value exceeds (ii) the Fixed Amount](15) [the amount, if any, by which [insert formula for determining cash settlement value of Index Spread Warrants](16); provided that, if such amount is less than zero, then the Cash Settlement shall be zero. The "Index Value" for any exercised Index Warrants shall be the closing value of the Index on the Valuation Date (as defined herein) for such Index Warrants (where [ ] point[s] of the Index is treated as [fraction of Index currency unit]) and shall be obtained by the Index Warrant Agent. The "Fixed Amount" for any exercised Index Warrant shall be [insert the definition set forth in the Prospectus Supplement](17). [Insert definitions used to determine the Cash Settlement Value for Index Spread Warrants.](18) [The exchange rate (or manner of calculating such rate) for conversion of the [Fixed Amount], [the Exercise Price] and the [Index Value] into U.S. dollars shall be [_____] [set forth such rate or manner of calculating such rate] and shall be obtained by the Index Warrant Agent.] ["Index Currency"] or ["__________"] are references to the currency of [Name of other country]].(19) [Insert definitions used to determine the Cash Settlement value for Index Spread Warrants](20) Except in the case of automatic exercise on the Expiration Date or cancellation, suspension or delay as further provided below and in the Index Warrant Agreement, the "Valuation Date" for an Index Warrant shall be the Index Country Business Day next succeeding the New York Business Day on which the Index Warrant Agent has received (i) delivery of such Index Warrant on the records of the Depository free to the Index Warrant Account [, accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Index Warrant in good order in the form of Exhibit C-1 to the Index Warrant Agreement, [which shall include certification that the exercising Owner is not an Index County Resident,] at or prior to [1:30 P.M.], New York City time and if the Index Warrant Agent shall receive such delivery - ---------------------------------- [FN] (14) In case of Index Put Warrants. (15) In case of Index Call Warrants. (16) In case of Spread Index Warrants. (17) In case of Index Put Warrants or Index Call Warrants. (18) In case of Index Spread Warrants. (19) In the case of Index Put Warrants or Index Call Warrants. (20) In case of Index Spread Warrants. [/FN] A-1-3 38 of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date shall be the next Index Country Business Day following the New York Business Day following the New York Business Day on which the Index Warrant Agent received such Index Warrant and such Exercise Notice. Any delivery of an Index Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.], New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered, and the Index Warrants with respect to which such late delivery or Exercise Notice relates shall be exercised in accordance with the third succeeding paragraph hereof. A Depositary Participant may specify in its irrevocable Exercise Notice that such Exercise Notice is conditional (the "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of the Index Warrant Agreement) if the closing value of the Index on the Valuation Date is more than [________] [above](21) [below],(22) the closing value of the Index on the date upon which the Conditional Exercise Notice is received (or deemed to have been received) and not rejected by the Index Warrant Agent (or if such date is not an Index Country Business Day, on the immediately preceding Index Country Business Day)] [describe conditions applicable to Index Spread Warrants].(23) If the Exercise Notice is not rejected as provided in the Index Warrant Agreement, the Index Warrant Agent will determine the Cash Settlement Value of the exercised Index Warrants as provided in the Index Warrant Agreement. Provided that the Company has made adequate funds available to the Index Warrant Agent in a timely manner, the Index Warrant Agent will make payment in the form of a check [or bank wire transfer if the payment is greater than $______] available to the appropriate Depositary Participant which shall be responsible for crediting the Cash Settlement Value of Index Warrants to appropriate Owners, on the fifth Business Day following the Valuation Date (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date"), all as provided in the Index Warrant Agreement, such payment to be in the amount of the Cash Settlement Value in respect of Index Warrants exercised by such Depositary Participant. - ---------------------------------- [FN] (21) In case of Index Put Warrants. (22) In case of Index Call Warrants. (23) In case of Index Spread Warrants. [/FN] A-1-4 39 The Index Warrant Agent will promptly cause its records to be marked to reduce the number of Index Warrants represented by this Index Warrants Certificate by the number of Index Warrants (i) for which it has received an Exercise Notice in proper form, (ii) that were delivered to the Index Warrant Account, and (iii) for which payment has been made. All Index Warrants with respect to which either (i) no delivery of Index Warrants to the Index Warrant Account has occurred or no valid Exercise Notice has been received by the Index Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Index Warrants, (ii) the Exercise Date which has been postponed pursuant to Section 2.2(e) of the Index Warrant Agreement to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Index Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Index Warrants have not been listed on another U.S. national securities exchange or quoted through a Self- Regulatory Organization (as defined in the Index Warrant Agreement) (the "Unexercised Index Warrants"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Index Warrant Agent. The Valuation Date for such Index Warrants shall be the first Index Country Business Day following such Expiration Date. By 5:00 P.M., New York City time, on the Expiration Date, the Index Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such day. On the Valuation Date for such Index Warrants (or if such Valuation Date is not a New York Business Day, then the next succeeding New York Business Day), the Index Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f) of the Index Warrant Agreement) of the Index Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M., New York City time, on such Valuation Date of the Cash Settlement Value with respect to such Index Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Index Warrants as the Company shall reasonably request. Following the Expiration Date the Depositary shall deliver to the Index Warrant Agent one or more certificates in the form of Exhibit D-1 to the Index Warrant Agreement executed by the relevant Depositary Participants setting forth the total number of automatically exercised Index Warrants with respect to which such Depository Participants have received certification that the beneficial owners thereof are not Index Country Residents. A-1-5 40 Provided that the Company has made adequate funds available to the Index Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Index Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Index Warrant Agent will make its check [or bank wire transfer if the payment is greater than $_________] available to the Depositary, after [1:30 P.M.], New York City time, but prior to the close of business, on such fifth New York Business Day following the Valuation Date for such Index Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check to be in the amount of the [(i)] aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Index Warrants that have been automatically exercised, transferred to the Index Warrant Account and with respect to which the Depositary has notified the Index Warrant Agent that the Depositary has received certification that the beneficial owners thereof are not Index Country Residents; provided, however, that the Index Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Index Warrants which have not been transferred to the Index Warrant Account and for which the Index Warrant Agent has not received a certificate in the form of Exhibit D-1 to the Index Warrant Agreement until the Index Warrant Agent has received such Index Warrants and certificate with respect to such Index Warrants. If pursuant to the immediately preceding sentence the Index Warrant Agent has not withheld payment with respect to any Index Warrants, the Index Warrant Agent shall promptly cancel the Index Warrant Certificate representing the Index Warrants automatically exercised as described above and deliver it to the Issuer. If the Index Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Index Warrants, the Index Warrant Agent shall act as a successor Depositary and shall cancel the Index Warrant Certificate and deliver it to the Company only upon receipt of certificates in the form of Exhibit D-1 attached to the Index Warrant Agreement from the appropriate Depositary Participants with respect to all of the Index Warrants then evidenced by the Index Warrant Certificate and payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Index Warrant Agent's sole responsibility as successor Depositary with respect to the Unexercised Index Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Index Warrants upon receipt of [(i)] the related Index Warrants and (ii) certificates in the form of Exhibit C-1 to the Index Warrant Agreement from the appropriate Depositary Participants. A-1-6 41 In the event that [the] [an] Index is not calculated and announced by [the] [an] Index Publisher on a Valuation Date but is calculated and publicly announced by another person or party not affiliated with the Company (the "Third Party"), the applicable Cash Settlement Value shall nevertheless be calculated by reference to the value of the closing quotation for the Index so calculated and announced by the Third Party. In the event that prior to a Valuation Date [the] [an] Index Publisher or the Third Party makes a material change in the formula for or the method of calculating the [relevant] Index, the Company shall promptly appoint an investment or commercial bank of international standing that is not an affiliate of the Company (the "Independent Expert") who shall make such calculations as may be required to determine the applicable Cash Settlement Value using the formula and method of calculating the [relevant] Index as in effect prior to such change or modification. If on a Valuation Date neither [the] [an] Index Publisher nor any Third Party is calculating and disseminating [the] [an] Index and neither has provided any successor index, the Company shall promptly appoint an Independent Expert who shall make such calculations as it determines may be required to determine the applicable Cash Settlement Value using the formula and method of calculating the [relevant] Index as in effect on the date [the] [such] Index was last so calculated. If any of the events referred to above with respect to the calculation of [the] [an] Index occur, the Company shall promptly make available information regarding the composition, method of calculation and current level of the [relevant] Index or successor index upon written request to the Company's offices at The Chase Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081 attention: [___________]. In addition, the Company will undertake reasonable efforts to ensure that such information is publicly available. In the event [the] [an] Index Publisher elects to suspend or discontinue calculating or announcing the [relevant] Index, the Company will so notify the Owners by giving notice to the Depositary. The Company, the Index Warrant Agent and any agent of the Company or the Index Warrant Agent may deem and treat the registered Holder hereof as the absolute Owner of the Index Warrants represented hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Index Warrants evidenced hereby, and neither the Company nor the Index Warrant Agent nor any agent of the Company or the Index Warrant Agent shall be affected by any notice to the contrary, subject to A-1-7 42 certain provisions of the Index Warrant Agreement, except that the Company and the Index Warrant Agent shall be entitled to rely on and act pursuant to instructions of Depositary Participants as contemplated herein and in the Index Warrant Agreement. Subject to the terms of the Index Warrant Agreement, upon due presentment for registration of transfer of this Index Warrant Certificate at [the principal corporate trust office of the Index Warrant Agent] in [New York City], the Company shall execute and the Index Warrant Agent shall countersign and deliver in the name of the designated transferee a new Index Warrant Certificate of like tenor and representing a like number of unexercised Index Warrants as evidenced by this Index Warrant Certificate at the time of such registration of transfer which shall be issued to the designated transferee in exchange for this Index Warrant Certificate, subject to the limitations provided in the Index Warrant Agreement, without charge. This Index Warrant Certificate and the Index Warrant Agreement are subject to amendment as provided in the Index Warrant Agreement. The validity, interpretation and performance of this Index Warrant Certificate and its terms and provisions shall be governed by and construed in accordance with the laws of the State of New York. This Index Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Index Warrant Agent. A-1-8 43 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of [_____________, 19___] THE CHASE MANHATTAN CORPORATION By: -------------------------------- [title] Attest: ----------------------------- [title] [SEAL] Countersigned on the date above written: [Name of Index Warrant Agent], as Index Warrant Agent By: --------------------------------- [title] A-1-9 44 EXHIBIT A-2 [NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS WARRANT UNLESS THE INDEX WARRANT AGENT HAS RECEIVED THE CERTIFICATION DESCRIBED IN THE INDEX WARRANT AGREEMENT] EXERCISABLE ONLY IF COUNTERSIGNED BY THE INDEX WARRANT AGENT AS PROVIDED HEREIN No. CUSIP No. [__________] INDEX WARRANT CERTIFICATE representing [up to __________] [insert name of index/indices] Index [Put/Call/Spread] Warrants Expiring [__________, 19___] THE CHASE MANHATTAN CORPORATION This certifies that [the bearer] [____________________ or registered assigns] (the "Holder") is the registered Holder of [insert name of Index/Indices] Index [Put/Call/Spread] Warrants (the "Index Warrants") or such lesser amount as is indicated in the records of [name of Index Warrant Agent], as Index Warrant Agent. Each Index Warrant entitles the Holder, subject to the provisions contained herein and in the Index Warrant Agreement referred to below, to receive the [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as defined herein). In no event shall the Holder hereof be entitled to any interest on any Cash Settlement Value. Subject to the terms of the Index Warrant Agreement and the limitations described herein, the Index Warrants may be irrevocably exercised [on any New York Business Day from their date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Index Warrants expires or, if such date is not a New York Business Day (as defined in the Index Warrant Agreement), on the next succeeding New York Business Day] [__________, 199_] (the "Expiration Date") or (ii) the date of automatic exercise or cancellation as further described below and as provided in the Index Warrant Agreement. Except in the case of exercise on the Expiration Date, automatic exercise or cancellation as described below, not fewer than [__________] [or more than] Index Warrants may be exercised by or on behalf of any one Holder on any one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References to "[name of Index currency]" or A-2-1 45 "[__________]" are to the currency of [name of Index Country]. As used herein, the term "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange] [American Stock Exchange] or [relevant futures and options exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close; "Index Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other or a day on which banking institutions generally in [name of Index Country] [name of Base Index Country or Reference Index Country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] [is/are] not open for business[; and "Index Country Resident" means a resident of, or any corporation or other entity organized under the laws of, [name of Index country] [name of Base Index Country or Reference Index country], its territories, its possessions or other areas subject to its jurisdiction]. This Index Warrant Certificate is issued under and in accordance with the Index Warrant Agreement, dated as of [__________, 19_] (the "Index Warrant Agreement"), between the Company and the Index Warrant Agent, and is subject to the terms and provisions contained in the Index Warrant Agreement, to all of which terms and provisions the registered Holder of this Index Warrant Certificate consents by acceptance hereof. Copies of the Index Warrant Agreement are on file at the principal corporate trust office of the Index Warrant Agent in New York City. Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Index Warrant Agreement. The Cash Settlement Value of an exercised Index Warrant (whether exercised automatically or by notice) shall mean [insert fraction] of [the U.S. dollar equivalent (rounded to the nearest [dollar][cent])] of [the amount, if any, by which (i) the Fixed Amount exceeds (ii) the Index Value](24) [the amount, if any, by which (i) the Index Value exceeds (ii) the Fixed Amount](25) [the amount, if any, by which [insert formula for determining cash settlement value of Index Spread Warrants](26); provided that, if such amount is less than zero, then the Cash Settlement shall be - ---------------------------------- [FN] (24) In case of Index Put Warrants. (25) In case of Index Call Warrants. (26) In case of Spread Index Warrants. [/FN] A-2-2 46 zero. The "Index Value" for any exercised Index Warrants shall be the closing value of the Index on the Valuation Date (as defined herein) for such Index Warrants (where [ ] point[s] of the Index is treated as [fraction of Index currency unit]) and shall be obtained by the Index Warrant Agent. The "Fixed Amount" for any exercised Index Warrant shall be [insert the definition set forth in the Prospectus Supplement](27). [Insert definitions used to determine the Cash Settlement Value for Index Spread Warrants.](28) [The exchange rate (or manner of calculating such rate) for conversion of the [Fixed Amount], [the Exercise Price] and the [Index Value] into U.S. dollars shall be [_____] [set forth such rate or manner of calculating such rate] and shall be obtained by the Index Warrant Agent.] ["Index Currency"] or ["__________"] are references to the currency of [Name of other country]].(29) [Insert definitions used to determine the Cash Settlement value for Index Spread Warrants](30) Except in the case of automatic exercise on the Expiration Date or cancellation, suspension or delay as further provided below and in the Index Warrant Agreement, the "Valuation Date" for an Index Warrant shall be the Index Country Business Day next succeeding the New York Business Day on which the Index Warrant Agent has received (i) delivery of such Index Warrant [, accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Index Warrant in good order in the form of Exhibit C-2 to the Index Warrant Agreement, [which shall include certification that the Holder is not an Index County Resident,] at or prior to [1:30 P.M.], New York City time and if the Index Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date shall be the next Index Country Business Day following the New York Business Day following the New York Business Day on which the Index Warrant Agent received such Index Warrant and such Exercise Notice. Any delivery of an Index Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.], New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered, and the Index Warrants with respect to which such late delivery or Exercise Notice relates shall be exercised in accordance with the third succeeding paragraph hereof. A Holder may specify in its irrevocable Exercise Notice that such Exercise - ---------------------------------- [FN] (27) In case of Index Put Warrants or Index Call Warrants. (28) In case of Index Spread Warrants. (29) In the case of Index Put Warrants or Index Call Warrants. (30) In case of Index Spread Warrants. [/FN] A-2-3 47 Notice is conditional (the "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of the Index Warrant Agreement) if the closing value of the Index on the Valuation Date is more than [________] [above](31) [below],(32) the closing value of the Index on the date upon which the Conditional Exercise Notice is received (or deemed to have been received) and not rejected by the Index Warrant Agent (or if such date is not an Index Country Business Day, on the immediately preceding Index Country Business Day)] [describe conditions applicable to Index Spread Warrants].(33) If the Exercise Notice is not rejected as provided in the Index Warrant Agreement, the Index Warrant Agent will determine the Cash Settlement Value of the exercised Index Warrants as provided in the Index Warrant Agreement. Provided that the Company has made adequate funds available to the Index Warrant Agent in a timely manner, the Index Warrant Agent will make payment in the form of a check [or bank wire transfer if the payment is greater than $______] available to the appropriate Holder on the fifth Business Day following the Valuation Date (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date"), all as provided in the Index Warrant Agreement, such payment to be in the amount of the Cash Settlement Value in respect of Index Warrants exercised by such Holder. The Index Warrant Agent will promptly cause its records to be marked to reduce the number of Index Warrants represented by this Index Warrants Certificate by the number of Index Warrants (i) for which it has received an Exercise Notice in proper form, (ii) that were delivered to the Index Warrant Agent, and (iii) for which payment has been made. All Index Warrants with respect to which either (i) no delivery of Index Warrants to the Index Warrant Account has occurred or no valid Exercise Notice has been received by the Index Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Index Warrants, (ii) the Exercise Date which has been postponed pursuant to Section 2.2(e) of the Index Warrant Agreement to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has - ---------------------------------- [FN] (31) In case of Index Put Warrants. (32) In case of Index Call Warrants. (33) In case of Index Spread Warrants. [/FN] A-2-4 48 been no proper exercise on the New York Business Day on which the Index Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Index Warrants have not been listed on another U.S. national securities exchange or quoted through a Self-Regulatory Organization (as defined in the Index Warrant Agreement) (the "Unexercised Index Warrants"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Index Warrant Agent. The Valuation Date for such Index Warrants shall be the first Index Country Business Day following such Expiration Date. By 5:00 P.M., New York City time, on the Expiration Date, the Index Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such day. On the Valuation Date for such Index Warrants (or if such Valuation Date is not a New York Business Day, then the next succeeding New York Business Day), the Index Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f) of the Index Warrant Agreement) of the Index Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M., New York City time, on such Valuation Date of the Cash Settlement Value with respect to such Index Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Index Warrants as the Company shall reasonably request. Following the Expiration Date the Holder shall deliver to the Index Warrant Agent one or more certificates in the form of Exhibit D-2 to the Index Warrant Agreement setting forth the total number of automatically exercised Index Warrants with respect to which such Holder certifies that it is not an Index Country Resident.] Provided that the Company has made adequate funds available to the Index Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Index Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Index Warrant Agent will make its check [or bank wire transfer if the payment is greater than $_________] available to the Holder, after [1:30 P.M.], New York City time, but prior to the close of business, on such fifth New York Business Day following the Valuation Date for such Index Warrants (or, if such Valuation Date is not a New York Business Day, on the ninth New York Business Day after such Valuation Date), such check to be in the amount of the [(i)] aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Index Warrants that have been automatically exercised, delivered to the Index Warrant Agent [and with respect to which the Index Warrant Agent has received certification that A-2-5 49 the Holders thereof are not Index Country Residents]; provided, however, that the Index Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Index Warrants which have not been received by the Index Warrant Agent [and for which the Index Warrant Agent has not received a certificate in the form of Exhibit D-2 to the Index Warrant Agreement] until the Index Warrant Agent has received such Index Warrants [and certificate with respect to such Index Warrants]. If pursuant to the immediately preceding sentence the Index Warrant Agent has not withheld payment with respect to any Index Warrants, the Index Warrant Agent shall promptly cancel the Index Warrant Certificate representing the Index Warrants automatically exercised as described above and deliver it to the Issuer. If the Index Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Index Warrants, the Index Warrant Agent shall cancel this Index Warrant Certificate and deliver it to the Company only upon [receipt of certificates in the form of Exhibit D-2 attached to the Index Warrant Agreement from the Holder with respect to all of the Index Warrants then evidenced by this Index Warrant Certificate and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Index Warrant Agent's sole responsibility with respect to the Unexercised Index Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Index Warrants upon receipt of [(i)] the related Index Warrants [and (ii) certificates in the form of Exhibit C-2 to the Index Warrant Agreement from the Holder]. In the event that [the] [an] Index is not calculated and announced by [the] [an] Index Publisher on a Valuation Date but is calculated and publicly announced by another person or party not affiliated with the Company (the "Third Party"), the applicable Cash Settlement Value shall nevertheless be calculated by reference to the value of the closing quotation for the Index so calculated and announced by the Third Party. In the event that prior to a Valuation Date [the] [an] Index Publisher or the Third Party makes a material change in the formula for or the method of calculating the [relevant] Index, the Company shall promptly appoint an investment or commercial bank of international standing that is not an affiliate of the Company (the "Independent Expert") who shall make such calculations as may be required to determine the applicable Cash Settlement Value using the formula and method of calculating the [relevant] Index as in effect prior to such change or modification. If on a Valuation Date neither [the] [an] Index Publisher nor any Third Party is calculating and disseminating A-2-6 50 [the] [an] Index and neither has provided any successor index, the Company shall promptly appoint an Independent Expert who shall make such calculations as it determines may be required to determine the applicable Cash Settlement Value using the formula and method of calculating the [relevant] Index as in effect on the date [the] [such] Index was last so calculated. If any of the events referred to above with respect to the calculation of [the] [an] Index occur, the Company shall promptly make available information regarding the composition, method of calculation and current level of the [relevant] Index or successor index upon written request to the Company's offices at The Chase Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081 attention: [___________]. In addition, the Company will undertake reasonable efforts to ensure that such information is publicly available. In the event [the] [an] Index Publisher elects to suspend or discontinue calculating or announcing the [relevant] Index, the Company will so notify the Holder by mailing notice to the Holder at its address appearing on the Index Warrant Register. The Company, the Index Warrant Agent and any agent of the Company or the Index Warrant Agent may deem and treat the registered Holder hereof as the absolute owner of the Index Warrants represented hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Index Warrants evidenced hereby, and neither the Company nor the Index Warrant Agent nor any agent of the Company or the Index Warrant Agent shall be affected by any notice to the contrary, subject to certain provisions of the Index Warrant Agreement. Subject to the terms of the Index Warrant Agreement, upon due presentment for registration of transfer of this Index Warrant Certificate at [the principal corporate trust office of the Index Warrant Agent] in [New York City], the Company shall execute and the Index Warrant Agent shall countersign and deliver in the name of the designated transferee a new Index Warrant Certificate of like tenor and representing a like number of unexercised Index Warrants as evidenced by this Index Warrant Certificate at the time of such registration of transfer which shall be issued to the designated transferee in exchange for this Index Warrant Certificate, subject to the limitations provided in the Index Warrant Agreement, without charge. This Index Warrant Certificate and the Index Warrant Agreement are subject to amendment as provided in the Index Warrant Agreement. A-2-7 51 The validity, interpretation and performance of this Index Warrant Certificate and its terms and provisions shall be governed by and construed in accordance with the laws of the State of New York. This Index Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Index Warrant Agent. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of [_____________, 19___] THE CHASE MANHATTAN CORPORATION By: ----------------------------- [title] Attest: ------------------------- [title] [SEAL] Countersigned on the date above written: [name of Index Warrant Agent], as Index Warrant Agent By: ------------------------------ [title] A-2-8 52 EXHIBIT B Form of Transfer of Index Warrant Certificate [______________________], as Index Warrant Agent Corporate Trust Department [address] [Telex:__________________] [Facsimile:______________] [________________], the registered Holder of the Index Warrant Certificate representing all unexercised The Chase Manhattan Corporation [name of Index/Indices] [Put/Call/Spread] Warrants Expiring [_______________, 19__], hereby requests the transfer of such Index Warrant Certificate to __________________. Dated: _________ [NAME OF REGISTERED HOLDER] By: --------------------------- GUARANTY OF SIGNATURE [NAME OF GUARANTOR] By: ----------------------------- Name: Title: B-1 53 EXHIBIT C-1 Form of Exercise Notice from Depositary Participant ______________, as Index Warrant Agent Attention: ______________________ (Facsimile): ___________________) (Telephone: ___________________) (Telex: ___________________) Re: Exercise of The Chase Manhattan Corporation [name of Index/Indices] [Put/Call/Spread] Warrants Expiring _________, 19___ ("Index Warrants") 1. We refer to the Index Warrant Agreement dated as of [_____________, 19__] (the "Index Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [_______] the ("Index Warrant Agent"). On behalf of certain clients, each of whom is exercising no fewer than [ ] Index Warrants [or more than] [____] Index Warrants and whose Index Warrants are held in our name, we hereby irrevocably exercise [_______] Index Warrants (the "Tendered Warrants"). 2. This Exercise Notice [is] [is not] a Conditional Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will be void and of no effect (and shall be disregarded for all purposes under the Index Warrant Agreement) if the closing value of the [name of Index] on the Valuation Date is more than [___________] [above](1) [below](2) the closing value of the [name of Index] [describe conditions applicable to Index Spread Warrants](3) on the date this Exercise Notice is received by you (or deemed to have been received by you) and not rejected (or if such date is not an Index Country Business Day, on the immediately preceding Index Country Business Day). 3. We have instructed the Depositary to deliver the Exercised Warrants [and the Exercise Price] free through the Depositary to the Index Warrant Account. (Account No. [________]). - ---------------------------------- [FN] (1) In case of Index Put Warrants. (2) In case of Index Call Warrants. (3) In case of Index Spread Warrants. [/FN] C-1-1 54 4. We hereby acknowledge that this Exercise Notice [, the Exercise Price] and the Tendered Warrants must be received by you by [1:30 P.M.], New York City time, on the date hereof in order for the Valuation Date of the Tendered Warrants to be the next succeeding Index Country Business Day and that if this Exercise Notice [, the Exercise Price] or the Tendered Warrants are received by you after [1:30 P.M.], New York City time, but prior to the close of business on such date, the Valuation Date of the Tendered Warrants shall be the next Index Country Business Day following the New York Business Day on which such Exercise Notice is received. [We further acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or the Tendered Warrants are received by you after [1:30 P.M.], New York City time, but prior to the close of business on the date hereof, that for purposes of making the determinations required by such Conditional Exercise Notice, the Index Warrants will be deemed to be exercised on the next succeeding New York Business Day following the date hereof.](4) 5. We hereby certify that we are a participant of [The Depository Trust Company] (the "Depositary") with the present right to use and receive its services. 6. We hereby acknowledge that if you determine that this Exercise Notice has not been fully completed, or is not in proper form, or you are unable to verify that we are a participant of the Depositary as provided above, this Exercise Notice will be void and of no effect and will be deemed not to have been delivered. [7. We hereby certify that none of the clients on whose behalf we are exercising the above referenced Index Warrants are Index Country Residents (as defined in the Index Warrant Agreement).] - ---------------------------------- [FN] (4) In case of Conditional Exercise Notice. [/FN] C-1-2 55 Capitalized terms used herein and not defined have the meanings assigned thereto in the Index Warrant Agreement. Dated: _______________, 19___ [NAME OF DEPOSITARY PARTICIPANT] [Participant Number] By --------------------------- Authorized Signature [Address] Telephone: _________________ Facsimile: _________________ C-1-3 56 EXHIBIT C-2 Form of Exercise Notice from Owner _______________, as Index Warrant Agent [Address] Attention: ________________________________ (Facsimile: _______________________________) (Telephone: _______________________________) (Telex: _______________________________) Re: Exercise of The Chase Manhattan Corporation [name of Index/Indices] [Put/Call/Spread] Warrants Expiring , 19 ("Index Warrants") 1. We refer to the Index Warrant Agreement dated as of [___________, 19__] (the "Index Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [________________] (the "Index Warrant Agent"). We hereby irrevocably exercise [no fewer than] [_____________] Index Warrants [or more than] [_____________] Index Warrants (the "Tendered Warrants") and deliver to you herewith a Definitive Certificate or Certificates, registered in the name of the undersigned, representing a number of Index Warrants at least equal to the Number of Exercised Warrants [, accompanied by payment in full of the Exercise Price [[, in U.S. Dollars] [other currency][in cash or certified or official bank check in New York Clearing House funds] [by wire transfer in immediately available funds] payable to the account of the Company]. 2. This Exercise Notice [is] [is not] a Conditional Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will be void and of no effect (and shall be disregarded for all purposes under the Index Warrant Agreement) if the closing value of the (name of Index) on the Valuation Date is more than [________] [above](1) [below](2) the closing value of the [name of Index] [describe conditions applicable to Index Spread Warrants](3) on the date of this Exercise Notice was received (or deemed to have been received) and not rejected (or - ---------------------------------- [FN] (1) In case of Index Put Warrants. (2) In case of Index Call Warrants. (3) In case of Index Spread Warrants. [/FN] C-2-1 57 if such date is not an Index Country Business Day, on the immediately preceding Index Country Business Day). 3. We hereby acknowledge that this Exercise Notice [, the Exercise Price] and the related Definitive Certificates must be received you by [1:30 P.M.], New York City time, on the date hereof in order for the Valuation Date of the Tendered Warrants to be the next succeeding Index Country Business Day and that if this Exercise Notice [, the Exercise Price] or such Definitive Certificates is received by you after [1:30 P.M.], New York City time, the Valuation Date of the Tendered Warrants shall be the next Index Country Business Day following the New York Business Day following the New York Business Day on which this Exercise Notice [, the Exercise Price] and such Definitive Certificates are received. [We further acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or the Definitive Certificates are received by you after [1:30 P.M.], New York City time, but prior to the close of business on the date hereof, that for purposes of making the determinations required by such Conditional Exercise Notice, the Index Warrants will be deemed to be exercised on the next succeeding New York Business Day following the date hereof.](4) [4. We hereby certify that none of the undersigned Owners who are exercising the above referenced Index Warrants is an Index Country Resident (as defined in the Index Warrant Agreement).] Capitalized terms used herein and not defined have the meanings assigned thereto in the Index Warrant Agreement. Dated: ________________, 19__ [NAME OF OWNERS] By ------------------------------ Authorized Signature [Address] Telephone:_________________ Facsimile:_________________ - ---------------------------------- [FN] (4) In case of Conditional Exercise Notice. [/FN] C-2-2 58 EXHIBIT C-3 Notice of Rejection (Choose paragraph A or B) [A] You are hereby notified that [the Exercise Notice delivered by you was determined by us not to have been [duly completed] [in proper form]] [the Definitive Certificate delivered by you was determined by us not to have been in proper form] [the Exercise Price delivered by you with the Exercise Notice was determined by us not to have been in proper form] [we were not able to verify that you are a participant of [The Depository Trust Company] in the manner, and pursuant to the procedures], as set forth in the Index Warrant Agreement, dated as of [__________________, 19__], between The Chase Manhattan Corporation and (_________________), as Index Warrant Agent. Accordingly, we have rejected your Exercise Notice as being unsatisfactory as to form. [B] You are hereby notified that we have rejected your Conditional Exercise Notice, because [the closing value of the Index on the Valuation Date was [_________], and the closing value of the Index on the date upon which we received (or was deemed to have received) such Exercise Notice was [__________________]](1) [describe conditions for rejecting a Conditional Exercise Notice applicable to Index Spread Warrants].(2) Dated: [___________________, 199___] , as ------------------------- Index Warrant Agent By: ------------------------ Authorized Agent - ---------------------------------- [FN] (1) In case of Index Put Warrants and Index Call Warrants. (2) In case of Index Spread Warrants. [/FN] C-3-1 59 EXHIBIT C-4 Confirmation of Exercise We hereby confirm receipt of your Index Warrants and your Exercise Notice [and Exercise Price] with respect to such Index Warrants (the "Exercised Warrants"], which Exercise Notice [and Exercise Price] we have found to be duly completed and in good order, [and we have verified, in the manner provided in the Index Warrant Agreement, that you are a Depositary Participant.](1) The Valuation Date of the Exercised Warrant is [___________________]. We hereby confirm that the Exercised Warrants have been exercised at the [Index Value of [______________]](2) [describe the exercise value of the index/indices applicable to Index Spread Warrants](3) and that the aggregate Cash Settlement Value of [payment currency] [___________] [payment currency] [_________] per Index Warrant) will be made available to you in the form of a check, five New York Business Days after the Valuation Date (or six New York Business Days in the case that the Valuation Date for the exercised Index Warrants was not a New York Business Day) in accordance with the terms of the Index Warrant Agreement. Capitalized terms included herein but not defined have the meanings assigned thereto in the Index Warrant Agreement dated as of [___________, 19__] between The Chase Manhattan Corporation and [__________], as Index Warrant Agent. Dated: [_____________, 199__] , as ------------------------ Index Warrant Agent By: ------------------------ Authorized Agent - ---------------------------------- [FN] (1) Not necessary with respect to Index Warrants represented by Definitive Certificates. (2) In case of Index Put Warrants and Index Call Warrants. (3) In case of Index Spread Warrants. [/FN] C-4-1 60 EXHIBIT C-5 Confirmation of Exercise for Delayed Exercise Warrants We hereby confirm receipt of your Index Warrants and your Exercise Notice [and Exercise Price] with respect to such Index Warrants (the "Tendered Warrants"), which Exercise Notice [and Exercise Price] we have found to be duly completed and in good order, [and we have verified, in the manner provided in the Index Warrant Agreement, that you are a Depositary Participant.](1) The Valuation Date of the Exercised Warrant is [____________]. [The Company has elected to limit the number of Index Warrants that may have an Exercise Date on [_________________, 19__] to [_____________]. Of the Tendered Warrants, [_________] Index Warrants have been selected to be Index Warrants that will have an Exercise Date on [_______________, 19__] (such Index Warrants, the "Exercised Warrants"). The remaining [__________] Tendered Warrants are deemed to be Delayed Exercise Warrants.] All of the Tendered Warrants will have an Exercise Date on [___________________, 19__] and are hereinafter referred to as "Exercised Warrants."] We hereby confirm that the Exercised Warrants have been exercised at the Index Value of [___________] and that the aggregate Cash Settlement Value of [_________________] ([_______] per Index Warrant) will be made available to you in the form of a check, five New York Business Days after the Valuation Date (or six New York Business Days in the case that the Valuation Date for the exercised Index Warrants was not a New York Business Day) in accordance with the terms of the Index Warrant Agreement. - ---------------------------------- [FN] (1) Not necessary with respect to Index Warrants represented by Definitive Certificates. [/FN] C-5-1 61 Capitalized terms included herein but not defined have the meanings assigned thereto in the Index Warrant Agreement dated as of [___________, 19__] between The Chase Manhattan Corporation and [__________], as Index Warrant Agent. Dated: [_____________, 199__] , as ------------------------ Index Warrant Agent By: ------------------------ Authorized Agent C-5-2 62 EXHIBIT D-1 Form of Depositary Participant Certificate [___________________________], as Index Warrant Agent [Department] [Address] Attention: ______________________ Facsimile: ______________________ Telephone: ______________________ Telex: ___________________________________ Re: Automatic Exercise of The Chase Manhattan Corporation [Name of Index/Indices] [Put/Call/Spread] Warrants Expiring ___________________, 19__ (the "Index Warrants") We refer to the Index Warrant Agreement dated as of [_______________, 19__] (the "Index Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [____________________] (the "Index Warrant Agent"). We hereby certify that we have received certification that [______] Index Warrants which have been automatically exercised pursuant to the Index Warrant Agreement are beneficially owned by Owners who are not Index Country Residents (as defined in the Index Warrant Agreement). Dated: [___________________, 199__] [NAME OF DEPOSITARY PARTICIPANT] By: ------------------------------------ Authorized Agent [Address] Telephone: _____________________________ Facsimile: _____________________________ D-1-1 63 EXHIBIT D-2 Form of Owner Certificate [__________________________________], as Index Warrant Agent [Department] [Address] Attention: ______________________ Facsimile: ______________________ Telephone: ______________________ Telex: ___________________________________ Re: Automatic Exercise of The Chase Manhattan Corporation [Name of Index/Indices] [Put/Call/Spread] Warrants Expiring ________, 19__ (the "Index Warrants") We refer to the Index Warrant Agreement dated as of [_______________, 19__] (the "Index Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [____________________] (the "Index Warrant Agent"). We hereby certify that: (a) we own [___________] Index Warrants, which have been automatically exercised pursuant to the Index Warrant Agreement and which we have delivered to you; and D-2-1 64 (b) as of the date hereof, we are not a resident of, nor a corporation or other entity organized under the laws of [Index Country], its territories, its possessions or other areas subject to its jurisdiction. Dated: [____________________, 199__] [NAME OF OWNER] By: ------------------------------- Authorized Agent [Address] Telephone: _____________________ Facsimile: _____________________ Bank Account Designated for Payment: _______________________ D-2-2 EX-4.8 12 FORM OF INTEREST RATE WARRANT AGREEMENT 1 EXHIBIT 4.8 OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS ------------------------------------------------- THE CHASE MANHATTAN CORPORATION AND [NAME OF INTEREST RATE WARRANT AGENT] AS INTEREST RATE WARRANT AGENT ------------------------------ INTEREST RATE WARRANT AGREEMENT DATED AS OF [ , 19_ ] [UP TO _______] INTEREST RATE [PUT/CALL/SPREAD] WARRANTS EXPIRING [______________, 19__] ------------------------------------------------- 2 TABLE OF CONTENTS(1)
Page ---- ARTICLE I ISSUANCE, FORM, EXECUTION DELIVERY AND REGISTRATION OF INTEREST RATE WARRANTS SECTION 1.1 Issuance of Interest Rate Warrants; Book-Entry Procedures; Successor Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.2 Form, Execution and Delivery of the Interest Rate Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION 1.3 Interest Rate Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SECTION 1.5 Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE II DURATION AND EXERCISE OF INTEREST RATE WARRANTS SECTION 2.1 Duration of Interest Rate Warrants; Minimum [and Maximum] Exercise Amounts; Notice of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 2.2 Exercise and Delivery of Interest Rate Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 2.3 Automatic Exercise of the Interest Rate Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 2.4 Covenant of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 2.5 Return of the Interest Rate Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 2.6 Return of Moneys Held Unclaimed for Two Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 2.7 Designation of Agent for Receipt of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS SECTION 3.1 Owners of Interest Rate Warrants May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 - ------------------- (1) The Table of Contents is not a part of the Index Warrant Agreement
i 3 ARTICLE IV CANCELLATION OF INTEREST RATE WARRANTS SECTION 4.1 Cancellation of Interest Rate Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SECTION 4.2 Treatment of Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ARTICLE V CONCERNING THE INTEREST RATE WARRANT AGENT SECTION 5.1 Interest Rate Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 SECTION 5.2 Conditions of Interest Rate Warrant Agent's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 ARTICLE VI MISCELLANEOUS SECTION 6.1 Modification, Supplementation or Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 6.2 Notices and Demands to the Company and Interest Rate Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.4 Notices to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6.7 Persons Having Rights Under the Interest Rate Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ii 4 EXHIBIT A - Form of Interest Rate Warrant Certificate EXHIBIT B - Form of Transfer of Interest Rate Warrant Certificate EXHIBIT C-1 - Form of Exercise Notice from Depositary Participant EXHIBIT C-2 - Form of Exercise Notice from Owner EXHIBIT C-3 - Form of Notice of Rejection EXHIBIT C-4 - Form of Confirmation of Exercise EXHIBIT C-5 - Form of Confirmation of Exercise for Delayed Exercise Warrants EXHIBIT D-1 - Form of Depositary Participant Certificate EXHIBIT D-2 - Form of Owner Certificate
iii 5 INTEREST RATE WARRANT AGREEMENT THIS AGREEMENT, dated as of [__________________, 19__], between THE CHASE MANHATTAN CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company") and [name of Interest Rate Warrant Agent], a [banking association] duly incorporated and existing under the laws of [_____], as Interest Rate Warrant Agent (the "Interest Rate Warrant Agent"), W I T N E S S E T H T H A T : WHEREAS, the Company proposes to sell interest rate warrants (the "Interest Rate Warrants" or, individually, an "Interest Rate Warrant") representing the right to receive from the Company an amount in [U.S. dollars] [other currency] to be determined by references to [increase] [decrease] in the Spot Amount (as defined herein); and WHEREAS, the Company wishes the Interest Rate Warrant Agent to act on behalf of the Company in connection with the issuance, transfer and exercise of the Interest Rate Warrants, and wishes to set forth herein, among other things, the provisions of the Interest Rate Warrants and the terms and conditions under which they may be issued, transferred, exercised and cancelled; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I ISSUANCE, FORM, EXECUTION DELIVERY AND REGISTRATION OF INTEREST RATE WARRANTS SECTION 1.1 Issuance of Interest Rate Warrants; Book-Entry Procedures; Successor Depositary; Status of Warrants. (a) The Interest Rate Warrants will be issued in book-entry form and represented by a single global certificate (the "Interest Rate Warrant Certificate"). Each Interest Rate Warrant shall represent the right, subject to the provisions contained herein and in the Interest Rate Warrant Certificate, to receive the Cash Settlement Value (as defined in Section 2.2(f) hereof) of such Interest Rate Warrant. Such Cash Settlement Value will be payable only in [U.S. dollars] [other currency]. In no event shall any beneficial owner of Interest Rate Warrants (an "Owner") be entitled to receive any interest on the Cash Settlement Value. An Interest Rate Warrant will not require or entitle the Owner thereof to sell, deliver, purchase or take delivery of any instrument underlying such Interest Rate Warrant to or from the Company, nor will the Company be under any obligation to, nor 6 will it, purchase or take delivery, or sell or deliver, any instrument underlying such Interest Rate Warrant to or from the Owners. Owners will not be entitled to receive definitive certificates evidencing the Interest Rate Warrants; provided, however, that if the Depositary (as defined in Section 1.1(b)) is at any time unwilling or unable to continue as Depositary for the Interest Rate Warrants and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Interest Rate Warrants in definitive form in exchange for the Interest Rate Warrant Certificate. In addition, the Company may at any time determine not to have the Interest Rate Warrants represented by an Interest Rate Warrant Certificate and, in such event, will issue Interest Rate Warrants in definitive form in exchange for the Interest Rate Warrant Certificate. In either instance, and in accordance with the provisions of this Agreement, each Owner will be entitled to have a number of Interest Rate Warrants equivalent to such Owner's beneficial interest in the Interest Rate Warrant Certificate registered in its name and will be entitled to physical delivery of such Interest Rate Warrants in definitive form by the Depositary Participant or Indirect Participant (as defined in Section 1.1(c)) through which such Owner's beneficial interest is reflected. The provisions of Section 1.5 shall apply only if and when Interest Rate Warrants in definitive form ("Definitive Certificates") are issued hereunder. Unless the context shall otherwise require, all references in this Agreement to the Interest Rate Warrant Certificate shall include the Definitive Certificates in the event that Definitive Certificates are issued. (b) The Interest Rate Warrant Certificate shall be deposited with the Depositary or its agent (the term "Depositary", as used herein, initially refers to [The Depository Trust Company] and includes any successor depository selected by the Company as provided in Section 1.1(d)) for credit to the accounts of the Depositary Participants as shown on the records of the Depositary from time to time. (c) The Interest Rate Warrant Certificate will be registered in the name of [a nominee of] the Depositary. [The Company has been informed by the Depositary that initially its nominee will be ________________.] The Interest Rate Warrant holdings of Depositary Participants will be recorded on the books of the Depositary. The holdings of customers of Depositary Participants, including the holdings of Indirect Participants, will be reflected on the books and records of such Depositary Participants and will not be known to the Interest Rate Warrant Agent, the Company or to the Depositary. "Depositary Participants" include securities brokers and dealers, banks and trust companies, clearing organizations and certain other organizations which are participants in the Depositary system and, for purposes of this Agreement, shall also mean participants 2 7 in the book-entry system of any successor Depositary. Access to the Depositary's system is also available to others such as banks, securities dealers and trust companies ("Indirect Participants") that clear or maintain a custodial relationship with a Depositary Participant, either directly or indirectly. The Interest Rate Warrant holdings of Owners who are customers of Indirect Participants will be reflected on the books and records of Depositary Participants in the name of the respective Indirect Participants. The Interest Rate Warrant Certificate will be held by the Depositary or its agent. Neither the Company nor the Warrant Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of an Interest Rate Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (d) The Company may from time to time select a new entity to act as Depositary and, if such selection is made, the Company shall promptly give the Interest Rate Warrant Agent notice to such effect identifying the new Depositary and the Interest Rate Warrant Certificate shall be delivered to the Interest Rate Warrant Agent and shall be transferred to the new Depositary as provided in Section 1.4 as promptly as possible. Appropriate changes may be made in the Interest Rate Warrant Certificate, the notice of exercise and the related notices delivered in connection with an exercise of Interest Rate Warrants to reflect the selection of the new Depositary. (e) The Interest Rate Warrants will constitute direct, unconditional and unsecured obligations of the Company and will rank on a parity with the Company's other existing and future unsecured contractual obligations and with the Company's existing and future unsecured and unsubordinated debt. SECTION 1.2 Form, Execution and Delivery of the Interest Rate Warrant Certificate. The Interest Rate Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A-1 hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Interest Rate Warrant Certificate may have imprinted or otherwise reproduced thereon such letters, number or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Interest Rate Warrants may be listed, or of the Depositary, or to conform to usage. The Interest Rate Warrant Certificate shall be signed on behalf of the Company by its [_____________________________] or any 3 8 [____________________], manually or by facsimile signature, and its corporate seal or a facsimile thereof shall be impressed, imprinted or engraved thereon, which shall be attested by its Secretary or any Assistant Secretary, either manually or by facsimile signature. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of the Interest Rate Warrant Certificate that has been duly countersigned and delivered by the Interest Rate Warrant Agent. In case any officer of the Company who shall have signed the Interest Rate Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before the Interest Rate Warrant Certificate so signed shall have been countersigned and delivered by the Interest Rate Warrant Agent to the Company or delivered by the Company, such Interest Rate Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Interest Rate Warrant Certificate had not ceased to be such officer of the Company; and the Interest Rate Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Interest Rate Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such an officer. SECTION 1.3 Interest Rate Warrant Certificate. One or more Interest Rate Warrant Certificates [relating to no more than _____________ Interest Rate Warrants originally issued] may be executed by the Company and delivered to the Interest Rate Warrant Agent on or after the date of execution of this Agreement; provided that only one Interest Rate Warrant Certificate shall be outstanding at any one time. The Interest Rate Warrant Agent is authorized, upon receipt of an Interest Rate Warrant Certificate from the Company, duly executed on behalf of the Company, to countersign such Interest Rate Warrant Certificate. The Interest Rate Warrant Certificate shall be manually countersigned and dated the date of countersignature by a duly authorized representative of the Interest Rate Warrant Agent and shall not be valid for any purpose unless so countersigned. The Interest Rate Warrant Agent shall countersign and deliver the Interest Rate Warrant Certificate to or upon the written order of the Company. The Interest Rate Warrant Certificate may be exchanged for a new Interest Rate Warrant Certificate to reflect the issuance by the Company of additional Interest Rate Warrants [; provided, however, that in no event shall the number of Interest Rate Warrants represented by the Interest Rate Warrant Certificate exceed ___________ originally issued]. To effect such an exchange the Company shall deliver to the Interest Rate Warrant Agent a new Interest Rate Warrant Certificate duly 4 9 executed on behalf of the Company as provided in Section 1.2. The Interest Rate Warrant Agent shall countersign the new Interest Rate Warrant Certificate as provided in this Section 1.3 and, upon a written order of the Company, shall deliver the new Interest Rate Warrant Certificate to the Depositary in exchange for, and upon receipt of, the Interest Rate Warrant Certificate then held by the Depositary. The Interest Rate Warrant Agent shall cancel the Interest Rate Warrant Certificate delivered to it by the Depositary and return the cancelled Interest Rate Warrant Certificate to the Company. SECTION 1.4 Registration of Transfers and Exchanges. Except as otherwise provided herein or in the Interest Rate Warrant Certificate, the Interest Rate Warrant Agent shall from time to time register the transfer of the Interest Rate Warrant Certificate in the records of the Interest Rate Warrant Agent only to the Depositary, or to a nominee of the Depositary, upon surrender of such Interest Rate Warrant Certificate, duly endorsed and accompanied by a written instrument or instruments of transfer in the form of Exhibit B hereto, duly signed by the registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a U.S. national securities exchange. Upon any such registration of transfer, the Company shall execute and the Interest Rate Warrant Agent shall countersign and deliver in the name of the designated transferee a new Interest Rate Warrant Certificate of like tenor and representing a like number of unexercised Interest Rate Warrants as evidenced by the Interest Rate Warrant Certificate at the time of such registration of transfer. The Interest Rate Warrant Certificate may be transferred as provided above at the option of the registered Holder thereof when surrendered to the Interest Rate Warrant Agent at its office or agency maintained for the purpose of transferring and exercising the Interest Rate Warrants, which shall be [south of Chambers Street in the Borough of Manhattan, The City of New York] (the "Interest Rate Warrant Agent Office"), and which is, on the date of this Agreement, [_____________, New York, New York ______, Attention: _______], or at the office of any successor Interest Rate Warrant Agent as provided for in Section 5.4, for another Interest Rate Warrant Certificate of like tenor and representing a like number of unexercised Interest Rate Warrants. SECTION 1.5 Definitive Certificates. Any Definitive Certificates issued in accordance with Section 1.1(a) shall be in registered form substantially in the form set forth in Exhibit A-2 hereto, with such appropriate insertions, omissions, substitutions and other variations as are necessary or desirable 5 10 for individual Definitive Certificates, and may represent any integral multiple of Interest Rate Warrants. The Definitive Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Interest Rate Warrants may be listed, or of the Depositary, or to conform to usage. Definitive Certificates shall be signed on behalf of the Company upon the same conditions, in substantially the same manner and with the same effect as the Interest Rate Warrant Certificate. Each Definitive Certificate, when so signed on behalf of the Company, shall be delivered to the Interest Rate Warrant Agent, which shall manually countersign and deliver the same to or upon the written order of the Company. Each Definitive Certificate shall be dated the date of its countersignature. No Definitive Certificate shall be valid for any purpose, and no Interest Rate Warrant evidenced thereby shall be exercisable, until such Definitive Certificate has been countersigned by the manual signature of a duly authorized representative of the Interest Rate Warrant Agent. Such signature by the Interest Rate Warrant Agent upon any Definitive Certificate executed by the Company shall be conclusive evidence that the Definitive Certificate so countersigned has been duly issued hereunder. Definitive Certificates delivered in exchange for the Interest Rate Warrant Certificate shall be registered in such names and addresses (including tax identification number) and in such denomination as shall be requested in writing by the Depositary or its nominee in whose name the Interest Rate Warrant Certificate is registered, upon written certification to the Company and the Interest Rate Warrant Agent, in a form satisfactory to each of them, of the applicable beneficial ownership interests in the Interest Rate Warrant Certificate. The Company shall cause to be kept at an office of the Interest Rate Warrant Agent in New York City a register (the register maintained in such office and in any other office or agency maintained by or on behalf of the Company for such purpose being herein sometimes collectively referred to as the "Interest Rate Warrant Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of and transfers of Definitive Certificates. The Interest Rate Warrant Agent is hereby appointed "Interest Rate Warrant Registrar" for the purpose of registering Definitive 6 11 Certificates and transfers of Definitive Certificates as herein provided. For purposes of this Section 1.5, a "Holder of a Definitive Certificate" at any particular time is the person in whose name such Definitive Certificate is registered in the Interest Rate Warrant Register at such time. Upon surrender for registration of transfer of any Definitive Certificate at an office or agency of the Company maintained for such purpose, the Company shall execute, and the Interest Rate Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Definitive Certificates of like tenor and representing a like number of unexercised Interest Rate Warrants. At the option of the Holder of a Definitive Certificate, Definitive Certificates may be exchanged for other Definitive Certificates of like tenor and representing a like number of unexercised Interest Rate Warrants, upon surrender of the Definitive Certificates to be exchanged at such office or agency. Whenever any Definitive Certificates are so surrendered for exchange, the Company shall execute, and the Interest Rate Warrant Agent shall countersign and deliver, the Definitive Certificates which the Holder of a Definitive Certificate making the exchange is entitled to receive. All Definitive Certificates issued upon any registration of transfer or exchange of Definitive Certificates shall be valid obligations of the Company, evidencing the same obligations of the Company, and entitled to the same benefits under this Interest Rate Warrant Agreement, as the Definitive Certificates surrendered upon such registration of transfer or exchange. Every Definitive Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Interest Rate Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Interest Rate Warrant Registrar duly executed, by the Holder of a Definitive Certificate thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Definitive Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Definitive Certificates. In the event that upon any exercise of Interest Rate Warrants evidenced by a Definitive Certificate the number of 7 12 Interest Rate Warrants exercised shall be less than the total number of Interest Rate Warrants evidenced by such Definitive Certificate, there shall be issued to the Holder thereof or its assignee a new Definitive Certificate evidencing the number of Interest Rate Warrants not exercised. If any mutilated Definitive Certificate is surrendered to the Interest Rate Warrant Agent, the Company shall execute and the Interest Rate Warrant Agent shall countersign and deliver in exchange therefor a new Definitive Certificate of like tenor representing a like number of unexercised Interest Rate Warrants and bearing a number not contemporaneously outstanding. If there shall be delivered by a Holder of a Definitive Certificate to the Company and the Interest Rate Warrant Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Definitive Certificate and of ownership thereof, (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and (iii) funds sufficient to cover any cost or expense to the Company (including any fees charged by the Interest Rate Warrant Agent) relating to the issuance of a new Definitive Certificate, then, in the absence of notice to the Company or the Interest Rate Warrant Agent that such Definitive Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Interest Rate Warrant Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Definitive Certificate, a new Definitive Certificate of like tenor representing a like number of unexercised Interest Rate Warrants and bearing a number not contemporaneously outstanding. In case the Interest Rate Warrants evidenced by any such mutilated, destroyed, lost or stolen Definitive Certificate have been exercised, or have been or are about to be deemed to be exercised, the Company in its discretion may, instead of issuing a new Definitive Certificate, treat the same as if it had received written irrevocable notice of exercise in good form in respect thereof, as provided herein. Every new Definitive Certificate issued pursuant to this Section 1.5 in lieu of any mutilated, destroyed, lost or stolen Definitive Certificate shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Definitive Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Interest Rate Warrant Agreement equally and proportionately with any and all other Definitive Certificates duly issued hereunder. The provisions of this Section 1.5 are exclusive and shall preclude (to the extent lawful) all other rights and 8 13 remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Definitive Certificates. Prior to due presentment of a Definitive Certificate for registration of transfer, the Company, the Interest Rate Warrant Agent and any agent of the Company or the Interest Rate Warrant Agent may treat the person in whose name such Definitive Certificate is registered as the owner of such Definitive Certificate for all purposes hereunder whatsoever, whether or not such Definitive Certificate be exercised or deemed to be exercised and neither the Company, the Interest Rate Warrant Agent nor any agent of the Company or the Interest Rate Warrant Agent shall be affected by notice to the contrary. All Definitive Certificates surrendered for exercise, registration of transfer or exchange shall, if surrendered to any person other than the Interest Rate Warrant Agent, be delivered to the Interest Rate Warrant Agent and shall be promptly cancelled by it and shall not be reissued. The Company may at any time deliver to the Interest Rate Warrant Agent for cancellation any Definitive Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Definitive Certificates so delivered shall be promptly cancelled by the Interest Rate Warrant Agent. No Definitive Certificates shall be countersigned in lieu of or in exchange for any Definitive Certificate cancelled as provided in this Section 1.5, except as expressly permitted by this Interest Rate Warrant Agreement. All cancelled Definitive Certificates held by the Interest Rate Warrant Agent shall be disposed of as directed by the Company. ARTICLE II DURATION AND EXERCISE OF INTEREST RATE WARRANTS SECTION 2.1 Duration of Interest Rate Warrants; Minimum [and Maximum] Exercise Amounts; Notice of Exercise. (a) Subject to the limitations described herein, each Interest Rate Warrant evidenced by the Interest Rate Warrant Certificate or Definitive Certificates may be irrevocably exercised in whole but not in part [on any New York Business Day from the date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Interest Rate Warrants expires or, if such date is not a New York Business Day (as defined in Section 2.1(c) below), on the next succeeding New York Business Day] [___________ __, 199_] (the "Expiration Date") or (ii) the date of automatic exercise as provided in Section 2.3. [There is no exercise price payable by any Owner in connection with the exercise of an Interest Rate Warrant.] [The exercise price for each Interest Rate Warrant is [$_____] and shall be payable by the Owner of such Interest Rate Warrant in [U.S. dollars][other currency] (the "Exercise Price")]. Each Interest 9 14 Rate Warrant may be exercised by (a) transfer of the related Interest Rate Warrants on the records of the Depositary free to the Interest Rate Warrant Agent Depositary Participant Account (entitled [______]), or such other account of the Interest Rate Warrant Agent at the Depositary as the Interest Rate Warrant Agent shall specify (the "Interest Rate Warrant Account"), in the case of Interest Rate Warrants represented by the Interest Rate Warrant Certificate, or surrender of the Definitive Certificate or Certificates to the Interest Rate Warrant Agent at the Interest Rate Warrant Agent's Office, in the case of Interest Rate Warrants represented by Definitive Certificates, (b) except in the case of automatic exercise or cancellation, delivery of written notice (an "Exercise Notice") to the Interest Rate Warrant Agent from a Depositary Participant acting on behalf of the Owner of such Interest Rate Warrant, in the event that the Interest Rate Warrants are represented by the Interest Rate Warrant Certificate, or from the Owner, in the event that the Interest Rate Warrants are represented by Definitive Certificates; provided, however, that Exercise Notices are subject to rejection by the Interest Rate Warrant Agent as provided herein [and (c) the payment in full to the Interest Rate Warrant Agent of the Exercise Price [[in U.S. dollars] [other currency] [in cash or by certified or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]] payable to the account of the Company]. (b) Not fewer than the minimum number [or more than the maximum number] of Interest Rate Warrants as set forth in the Interest Rate Warrant Certificate or Definitive Certificate, as the case may be, may be exercised by or on behalf of any one Owner at any one time, except that no such minimum [or maximum] exercise amount shall apply in the case of exercise (or deemed exercise) on the Expiration Date. The Exercise Notice, which shall be irrevocable, shall be in substantially the form set forth in Exhibit C-1 hereto in the case that the Interest Rate Warrants are represented by the Interest Rate Warrant Certificate, and in substantially the form set forth in Exhibit C-2 hereto in the case that the Interest Rate Warrants are represented by Definitive Certificates, and shall be sent to the Interest Rate Warrant Agent in writing (which shall include facsimile transmissions, followed promptly by an executed original, but the date and time of receipt of such transmission shall be the effective date and time of such notice) at its address as set forth in such Exercise Notice or at such other address as the Interest Rate Warrant Agent may specify from time to time. An irrevocable Exercise Notice may be conditioned as set forth in Section 2.2(a), but shall otherwise be unconditional. (c) As used herein, "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange], [American Stock Exchange] or 10 15 [relevant options and futures exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in The City of New York are authorized or required by law or executive order to close. Except as provided in Section 2.2(b), the Interest Rate Warrant Agent and the Company shall be entitled to rely conclusively on any Exercise Notice received by them with no duty of inquiry by either of them. SECTION 2.2 Exercise and Delivery of Interest Rate Warrants. (a) Except in the case of automatic exercise as provided in Section 2.3, and subject to Sections 2.2(b)(i) and 2.2(e), the exercise date (the "Exercise Date") for an Interest Rate Warrant shall be [(i) if the Interest Rate Warrant Agent receives delivery of such Interest Rate Warrant [, the Exercise Price] and an Exercise Notice in good order at or prior to [1:30 P.M.], New York City time on a New York Business Day, then such New York Business Day and (ii) otherwise the New York Business Day next succeeding the day on which the Interest Rate Warrant Agent receives such Interest Rate Warrant [, such Exercise Price] and such Exercise Notice] [_____________ __, 199_]. Any Exercise Notice received after [1:30 P.M.], New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered or made, as the case may be. The provisions of Section 2.3 shall apply to any Interest Rate Warrants to which such late delivery of an Exercise Notice applied. The "Designated Exercise Date" for an Interest Rate Warrant is the date that, but for Section 2.2(e), would be the Exercise Date for such Interest Rate Warrant. [Notwithstanding anything in this Agreement to the contrary, if a Depositary Participant (or Owner in the event Definitive Certificates are issued) has specified in its irrevocable Exercise Notice that such Exercise Notice is conditional (a "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of this Agreement) if the Spot Amount (as defined in Section 2.2(f)) on the Valuation Date (as defined below) (such Spot Amount, the "Reference Value") is more than [____________] [above](1) [below](2) the Spot Amount on the Designated Exercise Date (or if such Designated Exercise Date is not an Interest Rate Country Business Day (as defined above), on the immediately preceding Interest Rate Country Business Day)]. As used in this Section 2.2, the "Valuation Date" for an Interest Rate Warrant shall be the Interest Rate Country Business Day next succeeding the New York Business Day on which the Interest Rate Warrant Agent has received (i) delivery of such Interest Rate Warrant [on the records of the Depository free to the Interest Rate Warrant - -------------------- [FN] (1) In case of Interest Rate Put Warrants. (2) In case of Interest Rate Call Warrants. [/FN] 11 16 Account] [at the place or places set forth in the Interest Rate Warrant Certificate] [, accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Interest Rate Warrant in good order in the form of Exhibit [C-1] [C-2] to the Interest Rate Warrant Agreement, at or prior to [1:30 P.M.] New York City time, and if the Interest Rate Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the "Valuation Date" shall be the next Interest Rate Country Business Day following the New York Business Day following the New York Business Day on which the Interest Rate Warrant Agent received such Interest Rate Warrant and such Exercise Notice. In such event, the Interest Rate Warrants delivered to the Interest Rate Warrant Agent with such Conditional Exercise Notice shall be redelivered free through the facilities of the Depositary to the account of such Depositary Participant (or returned to the appropriate Owner by first class mail at the expense of the Company in the event that Definitive Certificates are issued) together with a notice of rejection substantially in the form set forth in Exhibit C-3 hereto. As used herein, "Interest Rate Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other day on which banking institutions generally in [name of Interest Rate country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] are not open for business. (b) Following receipt of the Interest Rate Warrants[, the Exercise Price] and the Exercise Notice related to such Interest Rate Warrants, the Interest Rate Warrant Agent shall: [(i) deposit all funds received by it as payment for the exercise of Interest Rate Warrants to the account of the Company maintained with it for such purpose on the date on which such Interest Rate Warrant is deemed exercised [(unless otherwise instructed in writing by the Company)], advise the Company by telephone and in writing, by facsimile transmission or otherwise, at the end of each day on which such payment is received of the amount so deposited to its account.] (ii) promptly determine whether the Definitive Certificate is in proper form, in the case of Interest Rate Warrants represented by a Definitive Certificate, [whether the Exercise Price has been paid in full in proper form] and whether the Exercise Notice has been duly completed and is in proper form and, in the case of Interest Rate Warrants represented by the Interest Rate Warrant Certificate, promptly verify that the entity that executed such notice is listed as a Depositary Participant in the most recent published edition of the Depositary's Eligible Corporate Securities Book (or comparable publication of a successor Depositary) and, if such entity is not listed therein, the 12 17 Interest Rate Warrant Agent shall make reasonable efforts to obtain telephonic verification from the Depositary's [Planning] Department (telephone no. [ ]) (or comparable department of a successor Depositary) that such entity is a Depositary Participant. If the Interest Rate Warrant Agent is unable through the above-described procedures to verify that such entity is a Depositary Participant or, in any case, if the Interest Rate Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, that the Definitive Certificate is not in proper form, [or that the Exercise Price has not been paid in full in proper form,] the Interest Rate Warrant Agent shall reject the Exercise Notice and shall send to the entity that executed such notice (or in the event Definitive Certificates have been issued, to the Owner), a notice of rejection substantially in the form set forth in Exhibit C-3 hereto and redeliver the Interest Rate Warrants to which such rejected Exercise Notice relates free through the facilities of the Depositary to the account from which they were transferred (or in the event Definitive Certificates have been issued, to the Owner) [and redeliver any payment of the Exercise Price which accompanied such rejected Exercise Notice free through the facilities of the Depositary to the account from which such payment was transferred (or in the event Definitive Certificates have been issued, to the Owner)]; (iii) notify the Company by 5:00 P.M., New York City time, on the New York Business Day such Exercise Notice is received (or deemed to have been received) of the number of Interest Rate Warrants in respect of which Exercise Notices, not rejected pursuant to clause (ii) above, were received (or deemed to have been received) at or prior to [1:30 P.M.], New York City time, on such date and the number of Conditional Exercise Notices (and the number of Interest Rate Warrants to which such Conditional Exercise Notices relate); (iv) before 5:00 P.M., New York City time, on the first Interest Rate Country Business Day following the Designated Exercise Date for such Interest Rate Warrants (or, if such Interest Rate Country Business Day is not a New York Business Day, on the next succeeding New York Business Day), (x) after obtaining the Reference Value (as defined in Section 2.2(a)), determine whether any Conditional Exercise Notices have become void pursuant to Section 2.2(a), and if so, promptly notify the Company and send notice in the form of Exhibit C-3 hereto to the appropriate Depositary Participant or Owner, as the case may be, and (y) determine the aggregate number of Interest Rate Warrants covered by Exercise Notices that have not become void pursuant to 13 18 Section 2.2(a) or been rejected pursuant to Section 2.2(b)(i) (the "Tendered Interest Rate Warrants"); (v) by 5:00 P.M., New York City time, on the first Interest Rate Country Business Day following the Designated Exercise Date for the Tendered Interest Rate Warrants (or the New York Business Day immediately succeeding such Interest Rate Country Business Day if such Interest Rate Country Business Day is not a New York Business Day) covered by such Exercise Notice determine pursuant to Section 2.2(e) the number of such Tendered Interest Rate Warrants for which the Designated Exercise Date shall be the Exercise Date (such Tendered Interest Rate Warrants, "Exercised Interest Rate Warrants"); (vi) by 5:00 P.M., New York City time, on the Valuation Date (or the New York Business Day immediately succeeding the Valuation Date if the Valuation Date is not a New York Business Day) (x) obtain the Spot Amount (as defined in Section 2.2(f)) [and the exchange rate] to be used to determine the Cash Settlement Value, in each case, applicable to such Exercised Interest Rate Warrants, (y) calculate and advise the Company of the aggregate Cash Settlement Value with respect to such Exercised Interest Rate Warrants and (z) send notice of confirmation of exercise in the form set forth in Exhibit C-4 hereto (or, if applicable, Exhibit C-5 hereto) to such Depositary Participant (or in the event Definitive Certificates have been issued, to the Owners); and (vii) promptly deliver a copy of such Exercise Notices to the Company and advise the Company of such other matters relating to any of the Interest Rate Warrants covered thereby, whether or not they constitute Tendered Interest Rate Warrants or Exercised Interest Rate Warrants, as the Company shall reasonably request. Any notice to be given to the Company by the Interest Rate Warrant Agent pursuant to this Section 2.2 or Section 2.3 shall be by telephone (promptly confirmed in writing) or telecopy (receipt to be promptly confirmed by telephone). (c) With respect to all Interest Rate Warrants duly exercised or deemed exercised on a date, the Company shall make available to the Interest Rate Warrant Agent, on or before [1:30 P.M.] New York City time, on the fifth New York Business Day following the Valuation Date for the relevant Interest Rate Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date") funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Exercised Interest Rate Warrants. Provided that the Company has made adequate funds available to the Interest Rate Warrant Agent 14 19 in a timely manner, which shall, in no event, be later than [1:30 P.M.], New York City time, the Interest Rate Warrant Agent will make payment available in the form of a check [or bank wire transfer if the payment is greater than $________] (i) in the case of exercise of Interest Rate Warrants represented by the Interest Rate Warrant Certificate, to the appropriate Depositary Participant after [1:30 P.M.], New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the Cash Settlement Value in respect of the Exercised Interest Rate Warrants exercised by such Depositary Participant and (ii) in the case of exercise of Interest Rate Warrants represented by Definitive Certificates, to the appropriate Owner after [1:30 P.M.], New York City time, but prior to the close of business, on such Settlement Date, such payment to be in the amount of the Cash Settlement Value of the Exercised Interest Rate Warrants exercised by such Owner. In the case of payments by the Interest Rate Warrant Agent to a Depositary Participant, such Depositary Participant shall be responsible for crediting the Cash Settlement Value of such Interest Rate Warrants to the appropriate Owner. (d) The Interest Rate Warrant Agent promptly shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Interest Rate Warrants represented by the Interest Rate Warrant Certificates or Definitive Certificates, as the case may be, by the number of such Interest Rate Warrants (i) for which it has received Exercise Notices in proper form, (ii) that were delivered to the Interest Rate Warrant Account, in the case of Interest Rate Warrants represented the Interest Rate Certificate, or that were surrendered to the Interest Rate Agent in the case of Interest Rate Warrants represented by Definitive Certificates and (iii) for which payment has been made as provided in Section 2.2(c) promptly after such delivery and payment. (e) In the event that the aggregate number of Tendered Interest Rate Warrants with respect to any single Designated Exercise Date (as determined by the Interest Rate Warrant Agent pursuant to Section 2.2(b)(iii) shall equal or exceed [_____] (such number, the "Maximum Exercisable Number"), the provisions of this Section 2.2(e) shall apply to the exercise of such Interest Rate Warrants. (i) The Company may, at its sole option, notify the Interest Rate Warrant Agent in writing (including by facsimile transmission) not later than [_____], New York City time, on the first Interest Rate Country Business Day following such Designated Exercise Date (or, if such Interest Rate Country Business Day is not a New York Business Day, on the next succeeding New York Business Day) to the effect that the Company has elected to exercise its option under this Section 2.2(e) to limit the number of 15 20 Interest Rate Warrants for which the Exercise Date will occur on such Designated Exercise Date to a number (the "Elected Maximum Number") not smaller than the Maximum Exercisable Number. If the Interest Rate Warrant Agent shall not have received such notice by such time, none of the following provisions in this Sections 2.2(e) shall apply to such Tendered Interest Rate Warrants, such Designated Exercise Date shall be the Exercise Date for such Tendered Interest Rate Warrants and all of such Tendered Interest Rate Warrants shall be deemed to be "Exercised Interest Rate Warrants" for purposes of Section 2.2(b). (ii) If the Interest Rate Warrant Agent shall have received the notice contemplated by clause (i) above by the time specified in such clause (i), then prior to 5:00 P.M., New York City time on the first Interest Rate Country Business Day following such Designated Exercise Date (or, if such Interest Rate Country Business Day is not a New York Business Day, on the next succeeding New York Business Day), the Interest Rate Warrant Agent shall select [by lot or such other method as the Warrant Agent deems appropriate] from all such Tendered Interest Rate Warrants, subject to clause (iii) below, Tendered Interest Rate Warrants for which the Exercise Date will occur on such Designated Exercise Date in an aggregate amount equal to the Elected Maximum Number. Only the Tendered Interest Rate Warrants so selected shall be deemed to be "Exercised Interest Rate Warrants" for purposes of Section 2.2(b). The Tendered Warrants not so selected are referred to herein as "Delayed Exercise Interest Rate Warrants" and shall be subject to exercise as provided in clause (iii) below. (iii) For purposes of this Section 2.2, each Delayed Exercise Interest Rate Warrant shall be deemed to have a new Designated Exercise Date on the New York Business Day next succeeding the original Designated Exercise Date, and this Section 2.2 shall apply as if one or more Exercise Notices with respect to the Delayed Exercise Interest Rate Warrants had been received by the Interest Rate Warrant Agent prior to [1:30 P.M.], New York City time, on such New York Business Day (except that (x) any Delayed Exercise Interest Rate Warrant with respect to which any such deemed Designated Exercise Date is on or after the [_____] New York Business Day preceding the Expiration Date will be subject to Automatic Exercise as provided in Section 2.3, (y) the Reference Value for any Delayed Exercise Interest Rate Warrant covered by a Conditional Exercise Notice shall in any event be determined by reference to the original Designated Exercise Date therefor (of, if applicable, the first Interest Rate Country Business Day preceding such original Designated Exercise Date) and (z) the notice of confirmation of exercise with respect to Delayed Exercise 16 21 Interest Rate Warrants given by the Interest Rate Warrant Agent pursuant to Section 2.2(b)(v) shall be in the form set forth in Exhibit C-5 hereto); provided, however, that, other than in the case of an Automatic Exercise, in the event that the aggregate number of such Delayed Exercise Interest Rate Warrants, together with any additional Tendered Interest Rate Warrants for which the Designated Exercise Date is such New York Business Day, shall again exceed the Maximum Exercisable Number, the provisions of this Section 2.2(e) shall apply,mutatis mutandis, to the exercise of such Delayed Exercise Interest Rate Warrants and such additional Tendered Interest Rate Warrants; andprovided, further, however, that such Delayed Exercise Interest Rate Warrants shall in any event be given priority over such additional Tendered Interest Rate Warrants in the selection pursuant to clause (ii) above, and among such Delayed Exercise Interest Rate Warrants, priority in such selections shall be given to Interest Rate Warrants in the order of their original Designated Exercise Dates, with Interest Rate Warrants having the same original Designated Exercise Date being selected by lot as described in Section 2.2(e)(ii) above. (iv) In connection with any issuance by the Company of additional Interest Rate Warrants under this Agreement, the Company as the right, but is not obligated, to increase the Maximum Exercisable Number. (f) For the purposes of this Interest Rate Warrant Agreement: The "Cash Settlement Value" of an Exercised Interest Rate Warrant (whether exercised automatically or by Exercise Notice) shall mean [_______] [fraction of excess amount] [of the U.S. dollar equivalent (rounded to the nearest [dollar][cent])] [other currency] of [the amount, if any, by which (i) the Strike Amount exceeds (ii) the Spot Amount](3) [the amount, if any, by which (i) the Spot Amount exceeds (ii) the Strike Amount](4); provided that if such amount is less than zero, then the Cash Settlement Value shall be zero. The "Strike Amount" means [insert definition from the Prospectus Supplement]. The "Spot Amount" on any date means [insert definition from the Prospectus Supplement]. - -------------------- [FN] (3) In case of Index Put Warrants. (4) In case of Index Call Warrants. [/FN] 17 22 References in this Agreement to "U.S. Dollars" or "$" are to the lawful currency of the United States of America. References in this Agreement to a "yield" of any [Treasury Bonds] are to the yield to maturity of such [Treasury Bonds.] [The exchange rate (or manner of calculating such rate) for conversion of the [Fixed Amount], [the Exercise Price] and the [Interest Rate Value] into U.S. dollars shall be [______] [set forth such rate or manner of calculating such rate] and shall be obtained by the Interest Rate Warrant Agent. "[Interest Rate currency]" [ or "_______" are references to the currency of [name of other country]).(5) SECTION 2.3 Automatic Exercise of the Interest Rate Warrants. (a) All Interest Rate Warrants with respect to which (i) there has been no proper delivery to the Interest Rate Warrant Account, in the case of Interest Rate Warrants represented by the Interest Rate Warrant Certificate, or which have not been surrendered to the Index Warrant Agent, in the case of Index Warrants represented by Definitive Certificates, or no valid Exercise Notice has been received by the Interest Rate Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Interest Rate Warrants, (ii) the Exercise Date for which has been postponed pursuant to Section 2.2(e) to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Interest Rate Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Interest Rate Warrants have not been listed on another U.S. national securities exchange or quoted through a self-regulatory organization (a "Self-Regulatory Organization") in the United States which operates pursuant to rules and regulations of a self-regulatory organization that are filed with the Securities and Exchange Commission (the "Commission") pursuant to Section 19(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Interest Rate Warrant Agent. By 5:00 P.M., New York City time, on the Expiration Date, the Interest Rate Warrant Agent shall advise the Company of the number of unexercised Interest Rate Warrants outstanding after [1:30 P.M.], New York City time, on such day. The Valuation Date for such Interest Rate Warrants shall be the first Interest Rate Country Business Day following such Expiration Date. (b) On the Valuation Date for the Interest Rate Warrants (or, if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day), the Interest - -------------------- [FN] (5) In case of Index Put Warrants or Index Call Warrants. [/FN] 18 23 Rate Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f)) of the Interest Rate Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M., New York City time, on such Valuation Date (or, if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day) of the Cash Settlement Value with respect to such Interest Rate Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Interest Rate Warrants as the Company shall reasonably request. [Following the Expiration Date, the Depositary shall deliver to the Interest Rate Warrant Agent one or more certificates from the appropriate Depositary Participant in the form of Exhibit D-1 attached hereto, dated no earlier than the Expiration Date, executed by such Depositary Participant, setting forth the total number of automatically exercised Interest Rate Warrants. In the event that the Interest Rate Warrants automatically exercised are represented by Definitive Certificates, the appropriate Owner will deliver to the Interest Rate Warrant Agent (x) the Definitive Warrant Certificates to be automatically exercised and (y) a certificate in the form of Exhibit D-2 hereto, dated no earlier than the Expiration Date setting forth the number of Interest Rate Warrants automatically exercised. On the Expiration Date all the Interest Rate Warrants will be cancelled and will represent only a right to receive [(i)] the Cash Settlement Value [(ii) minus the Exercise Price]. (c) Provided that the Company has made adequate funds available to the Interest Rate Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Interest Rate Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), the Interest Rate Warrant Agent will make payment available in the form of a check [or a bank wire transfer if the payment is greater than $___________] (i) in the event that the automatically exercised Interest Rate Warrants are represented by the Interest Rate Warrant Certificate, to the Depositary, after [1:30 P.M.], New York City time, but prior to the close of business, on the fifth New York Business Day following the Valuation Date for such automatically exercised Interest Rate Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check to be in the amount of [(i)] the aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Interest Rate Warrants that have been automatically exercised and transferred to the Interest Rate Warrant Account, and (ii) in the event that the automatically exercised Interest Rate Warrants are represented by Definitive Certificates, to the appropriate Owner, after [1:30 P.M.], New York City time, but prior to the close of business, on the fifth New York Business Day following the Valuation Date for such automatically exercised Interest Rate 19 24 Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check in the amount of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] of the automatically exercised Interest Rate Warrants delivered to the Interest Rate Warrant Agent by such Owner; provided, however, that the Interest Rate Warrant Agent shall withhold payment of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Interest Rate Warrants for which the Interest Rate Warrant Agent has not received [(i)] the related Interest Rate Warrants through transfer of such Interest Rate Warrants to the Interest Rate Warrant Account, in the case of Interest Rate Warrants represented by the Interest Rate Warrant Certificate, or through delivery of the Definitive Certificates, in the case of Interest Rate Warrants represented by Definitive Certificates. If pursuant to the immediately preceding sentence the Interest Rate Warrant Agent has not withheld payment with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent shall promptly cancel the Interest Rate Warrant Certificate representing the Interest Rate Warrants automatically exercised pursuant to this Section and deliver it to the Company. If the Interest Rate Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent shall act as a successor Depositary and cancel the Interest Rate Warrant Certificate and deliver it to the Company only upon [receipt of Certificates in the form of Exhibit D-1 to this Agreement from the appropriate Depositary Participants with respect to all of the Interest Rate Warrants then evidenced by the Interest Rate Warrant Certificate and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld. The Interest Rate Warrant Agent's sole responsibility as successor Depositary with respect to the Unexercised Interest Rate Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Interest Rate Warrants upon receipt of [(i)] the related Interest Rate Warrants [and (ii) certificates in the form of Exhibits C-1 and C-2 to this Agreement from the appropriate Depositary Participants and Owners, respectively.] SECTION 2.4 Covenant of the Company. The Company covenants, for the benefit of the Owners, that (i) it will cause the Interest Rate Warrants to be listed on [name of U.S. national securities exchange] and (ii) until the Expiration Date, it will not seek the delisting of the Interest Rate Warrants from, or permanent suspension of their trading on, [name of U.S. national securities exchange] unless prior to such delisting or suspension the Interest Rate Warrants shall have been listed, and shall be trading, on another U.S. national securities exchange or shall be quoted through a Self-Regulatory Organization. 20 25 SECTION 2.5 Return of the Interest Rate Warrant Certificate. At such time as all of the Interest Rate Warrants have been exercised, deemed automatically exercised or otherwise cancelled, the Interest Rate Warrant Agent shall return the cancelled Interest Rate Warrant Certificate to the Company or shall be quoted through a Self-Regulatory Organization. SECTION 2.6 Return of Moneys Held Unclaimed for Two Years. Any moneys deposited with or paid to the Interest Rate Warrant Agent for the payment of the Cash Settlement Value of any Interest Rate Warrants and not applied but remaining unclaimed for two years after the date upon which such Cash Settlement Value shall have become due and payable, shall be repaid by the Interest Rate Warrant Agent to the Company, and the Owner of such Interest Rate Warrants shall thereafter look only to the Company for any payment which such Owner may be entitled to collect and all liability of the Interest Rate Warrant Agent with respect to such moneys shall thereupon cease; provided, however, that the Interest Rate Warrant Agent, before making any such repayment, may at the expense of the Company notify the Owners concerned that said moneys have not been so applied and remain unclaimed and that after a date named therein any unclaimed balance of said moneys then remaining will be returned to the Company. SECTION 2.7 Designation of Agent for Receipt of Notice. The Company may from time to time designate in writing to the Interest Rate Warrant Agent a designee for receipt of all notices to be given by the Interest Rate Warrant Agent pursuant to this Article II and all such notices thereafter shall be given in the manner herein provided by the Interest Rate Warrant Agent to such designee and each such notice shall be as effective as if given directly to the Company. ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS SECTION 3.1 Owners of Interest Rate Warrants May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Owner, without the consent of the Interest Rate Warrant Agent, may, in and for his own behalf and for his own benefit, enforce and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise and to receive payment for his Interest Rate Warrants as provided in the Interest Rate Warrant Certificate and in this Agreement. SECTION 3.2 Consolidation, Merger or Other Disposition. If at any time the Company shall consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to another 21 26 person, then in any such event the successor or assuming corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named as the Company herein and in the Interest Rate Warrants; the Company, except in the event of a lease, shall thereupon be relieved of any further obligation hereunder or under the Interest Rate Warrants, and, in the event of any such consolidation, merger, conveyance, transfer or lease, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation shall expressly assume, by an amendment to this Agreement, executed and delivered to the Interest Rate Warrant Agent, in form satisfactory to such Interest Rate Warrant Agent, the due and punctual payment of any and all amounts payable by the Company pursuant to this Agreement and the performance of every covenant of this Agreement on the part of the Company to be performed or observed. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Interest Rate Warrant Certificate representing the Interest Rate Warrants not theretofore exercised, in exchange and substitution for the Interest Rate Warrant Certificate theretofore issued. Such Interest Rate Warrant Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Interest Rate Warrant Certificate theretofore issued in accordance with the terms of this Agreement as though such new Interest Rate Warrant Certificate had been issued at the date of the execution hereof. In any case of any such consolidation, merger, conveyance, transfer or lease of substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Interest Rate Warrant Certificates as may be appropriate. The Interest Rate Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease of substantially all of the assets of the Company complies with the provisions of this Section 3.2. ARTICLE IV CANCELLATION OF INTEREST RATE WARRANTS SECTION 4.1 Cancellation of Interest Rate Warrants. In the event the Company shall purchase or otherwise acquire Interest Rate Warrants, such Interest Rate Warrants may, at the option of the Company, be surrendered free through a Depositary Participant for credit to the account of the Interest Rate Warrant Agent maintained at the Depositary, and if so credited, the Interest Rate Warrant Agent shall promptly note the cancellation of such Interest Rate Warrants by notation on the records of the Interest Rate Warrant Agent. Such Interest Rate 22 27 Warrants may also, at the option of the Company, be resold by the Company directly to or through any of its affiliates in lieu of being surrendered to the Depositary. No Definitive Certificate shall be countersigned in lieu of or in exchange for any Interest Rate Warrant which is cancelled as provided herein, except as otherwise expressly permitted by this Agreement. SECTION 4.2 Treatment of Owners. The Company, the Interest Rate Warrant Agent and any agent of the Company or the Interest Rate Warrant Agent may deem and treat the person in whose name an Interest Rate Warrant Certificate shall be registered in the records of the Interest Rate Warrant Agent as the Owners of all right, title and interest in such Interest Rate Warrant Certificate (notwithstanding any notation of ownership or other writing thereon) for any purpose and as the person entitled to exercise the rights represented by the Interest Rate Warrants evidenced thereby, and neither the Company nor the Interest Rate Warrant Agent, nor any agent of the Company or the Interest Rate Warrant Agent shall be affected by any notice to the contrary, except that the Interest Rate Warrant Agent and the Company shall be entitled to rely on and act pursuant to instructions of Depositary Participants as contemplated by Article II of this Agreement. This Section 4.2 shall be without prejudice to the rights of Owners as described elsewhere herein. SECTION 4.3 Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of Interest Rate Warrants; provided, however, that the Company shall not be required to pay any tax or other governmental charge which may be payable in respect of any transfer involving any beneficial or record interest in or ownership interest of any Interest Rate Warrants. ARTICLE V CONCERNING THE INTEREST RATE WARRANT AGENT SECTION 5.1 Interest Rate Warrant Agent. The Company hereby appoints [__________________] as Interest Rate Warrant Agent of the Company in respect of the Interest Rate Warrants and the Interest Rate Warrant Certificate upon the terms and subject to the conditions set forth herein and in the Interest Rate Warrant Certificate; and [_______________] hereby accepts such appointment. The Interest Rate Warrant Agent shall have the powers and authority granted to and conferred upon it in the Interest Rate Warrant Certificate and hereby and such further powers and authority acceptable to it to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Interest Rate Warrant Certificate are subject to and governed by the terms and provisions hereof. 23 28 SECTION 5.2 Conditions of Interest Rate Warrant Agent's Obligations. The Interest Rate Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof and of the Interest Rate Warrant Certificate, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Owners from time to time of the Interest Rate Warrants shall be subject: (a) The Company agrees promptly to pay the Interest Rate Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Interest Rate Warrant Agent and to reimburse the Interest Rate Warrant Agent for its reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred by the Interest Rate Warrant Agent without negligence, bad faith or breach of this Agreement on its part in connection with the services rendered by it hereunder. The Company also agrees to indemnify the Interest Rate Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including reasonable attorneys' fees and expenses) incurred without negligence, bad faith or breach of this Agreement on the part of the Interest Rate Warrant Agent, arising out of or in connection with its acting as such Interest Rate Warrant Agent hereunder or with respect to the Interest Rate Warrants, as well as the reasonable costs and expenses of defending against any claim of liability in connection with the exercise or performance at any time of its powers or duties hereunder or with respect to the Interest Rate Warrants. The obligations of the Company under this subsection (a) shall survive the exercise of the Interest Rate Warrant Certificates and the resignation or removal of the Interest Rate Warrant Agent. (b) In acting under this Interest Rate Warrant Agreement and in connection with the Interest Rate Warrants, the Interest Rate Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the Owners or the registered Holder of the Interest Rate Warrant Certificate. (c) The Interest Rate Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (d) The Interest Rate Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted or thing suffered by it in reliance upon 24 29 any Interest Rate Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) The Interest Rate Warrant Agent, and its officers, directors and employees, may become the Owner of, or acquire any interest in, any Interest Rate Warrants or other obligations of the Company, with the same rights that it or they would have if it were not such Interest Rate Warrant Agent, officer, director or employee, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depository, trustee or agent for, any committee or body of Owners of Interest Rate Warrants or other obligations of the Company as freely as if it were not such Interest Rate Warrant Agent, officer, director or employee hereunder. (f) The Interest Rate Warrant Agent shall not be under any liability for interest on any moneys at any time received by it pursuant to any of the provisions of this Agreement or of the Interest Rate Warrant Certificate. (g) The Interest Rate Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Interest Rate Warrant Agent) or with respect to the validity or execution of the Interest Rate Warrant Certificate (except its countersignature thereof). (h) The recitals contained herein and in the Interest Rate Warrant Certificate (except as to the Interest Rate Warrant Agent's countersignature thereon) shall be taken as the statements of the Company and the Interest Rate Warrant Agent assumes no responsibility for the correctness of the same. (i) The Interest Rate Warrant Agent shall be obligated to perform only such duties as are herein and in the Interest Rate Warrant Certificate specifically set forth and no implied duties or obligations shall be read into this Agreement or the Interest Rate Warrant Certificate against the Interest Rate Warrant Agent. The Interest Rate Warrant Agent shall not be under any obligation to take any action hereunder likely to involve it in any expense or liability, the payment of which is not, in its reasonable opinion, assured to it. The Interest Rate Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of the Interest Rate Warrant Certificate countersigned by the Interest Rate Warrant Agent and 25 30 delivered by it to the Company pursuant to this Agreement or for the application by the Company of any proceeds of the Interest Rate Warrant Certificates. The Interest Rate Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Interest Rate Warrant Certificate or in the case of the receipt of any written demand from an Owner of an Interest Rate Warrant with respect to such default, except as provided in Section 6.2 hereof, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. (j) Unless specifically provided herein or in the Interest Rate Warrant Certificate, any order, certificate, notice, request, direction or other communication from the Company made or given by the Company under any provision of this Agreement shall be sufficient if signed by its [______________ or any [____________________]. SECTION 5.3 Compliance With Applicable Laws. The Interest Rate Warrant Agent agrees to comply with all applicable federal and state laws in respect of the services rendered by it under this Agreement and in connection with the Interest Rate Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The interest Rate Warrant Agent expressly assumes all liability for failure to comply with such laws, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding. SECTION 5.4 Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the Owners from time to time of the Interest Rate Warrants, that there shall at all times be an Interest Rate Warrant Agent hereunder until all the Interest Rate Warrants are not longer exercisable. (b) The Interest Rate Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Interest Rate Warrant Agent and acceptance of such appointment by such successor Interest Rate Warrant Agent, as hereinafter provided. The Interest Rate Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of 26 31 a successor Interest Rate Warrant Agent (which shall be a banking institution organized under the laws of the United States of America, or one of the states thereof or the District of Columbia, having an office or an agent's office [south of Chambers Street] in the Borough of Manhattan, The City of New York and authorized under such laws to exercise corporate trust powers) by an instrument in writing filed with such Successor Interest Rate Warrant Agent and the acceptance of such appointment by such successor Interest Rate Warrant Agent. In the event a successor Interest Rate Warrant Agent has not been appointed and has not accepted its duties within 90 days of the Interest Rate Warrant Agent's notice of resignation, the Interest Rate Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Interest Rate Warrant Agent. (c) In case at any time the Interest Rate Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or similar law, or if any public officer shall have taken charge or control of the Interest Rate Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conversation or liquidation, a successor Interest Rate Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Interest Rate Warrant Agent. Upon the appointment as aforesaid of a successor Interest Rate Warrant Agent and acceptance by the latter of such appointment, the Interest Rate Warrant Agent so superseded shall cease to be Interest Rate Warrant Agent hereunder. (d) Any successor Interest Rate Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Interest Rate Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Interest Rate Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Interest Rate Warrant Agent shall be entitled to receive, all moneys, securities and other property on deposit with or held by such predecessor, as Interest Rate Warrant Agent hereunder. 27 32 (e) Any corporation into which the Interest Rate Warrant Agent hereunder may be merged or converted or any corporation with which the Interest Rate Warrant Agent my be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Interest Rate Warrant Agent shall be a party, or any corporation to which the Interest Rate Warrant Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Interest Rate Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Interest Rate Warrant Agent under this Agreement without the execution or filing of any paper or nay further act on the part of any of the parties hereto. ARTICLE VI MISCELLANEOUS SECTION 6.1 Modification, Supplementation or Amendment. (a) This Agreement may be modified, supplemented or amended by the Company and the Interest Rate Warrant Agent, without the consent of the registered Holder of the Interest Rate Warrant Certificate or the Owners, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or in such Interest Rate Warrant Certificate, maintaining the listing of any Interest Rate Warrants on any U.S. national securities exchange or the quotation of any Interest Rate Warrant through a Self-Regulatory Organization or registration of such Interest Rate Warrants under the Exchange Act, permitting the issuance of Interest Rate Warrants in definitive form in accordance with Section 1.1(a), reflecting the issuance by the Company of additional Interest Rate Warrants of the same issue or reflecting the appointment of a successor depositary in accordance with Section 1.1(d) or in any other manner which the Company may deem necessary or desirable; provided that such action shall not materially adversely affect the interests of the Owners of Interest Rate Warrants. Notwithstanding anything in this Section 6.1 to the contrary, this Agreement may not be amended to provide for the countersigning by the Interest Rate Warrant Agent of Interest Rate Warrant Certificates evidencing in the aggregate in excess of [________] Interest Rate Warrants unless and until the Interest Rate Warrant Agent has received notice from [name of Stock Exchange] or any successor U.S. national securities exchange or Self-Regulatory Organization that the additional Interest Rate Warrants in excess of [____________] have been approved for listing on such exchange or quotation through such Self-Regulatory Organization. (b) The Company and the Interest Rate Warrant Agent may modify or amend this Agreement and the Interest Rate Warrant Certificate, with the consent of the Owners of not fewer than a majority in number of the then outstanding unexercised Interest 28 33 Rate Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that increases the Exercise Price, [decreases the Strike Amount](6) [increases the Strike Amount,](7) shortens the period of time during which the Interest Rate Warrants may be exercised, increases the minimum or decreases the maximum number of Interest Rate Warrants that may be exercised by or on behalf of any one Owner at any one time, changes the formula for determining the Cash Settlement Value, [insert other prohibited modifications or amendments] or otherwise materially and adversely affects the exercise rights of the Owners or reduces the number of outstanding Interest Rate Warrants the consent of the Owners of which is required for modification, supplementation or amendment of this Agreement or the Interest Rate Warrant Certificate, may be made without the consent of each Owner affected thereby. Prior to the issuance of any Definitive Certificates pursuant to Section 1.1(a), the Company and the Interest Rate Warrant Agent shall be entitled to rely upon any certification in form satisfactory to each of them that any requisite consent has been obtained from Holders of beneficial ownership interests in the Interest Rate Warrant Certificate. Such certification may be provided by Depositary Participants acting on behalf of such beneficial owners of Interest Rate Warrants, provided that any such certification is accompanied by a certification from the Depositary as to the Interest Rate Warrant holdings of such Depositary Participants. SECTION 6.2 Notices and Demands to the Company and Interest Rate Warrant Agent. If the Interest Rate Warrant Agent shall receive any notice or demand addressed to the Company by any Owner pursuant to the provisions of the Interest Rate Warrant Certificate, the Interest Rate Warrant Agent shall promptly forward such notice or demand to the Company. SECTION 6.3 Addresses for Notices. Any communications from the Company to the Interest Rate Warrant Agent with respect to this Agreement shall be addressed to [name of Interest Rate Warrant Agent], [address, New York, New York _____] (facsimile: [_________________]) (telephone: [_____________]), Attention: Corporate Trust Department; any communications from the Interest Rate Warrant Agent to the Company with respect to this Agreement shall be address to The Chase Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081 (facsimile: [___________]) (telephone: 212-[ ]), Attention: (or such other address as shall be specified in writing to the other parties hereto by the Interest Rate Warrant Agent or the Company, respectively). - -------------------- [FN] (6) In case of Interest Rate Put Warrants. (7) In case of Interest Rate Call Warrants. [/FN] 29 34 SECTION 6.4 Notices to Owners. The Company or the Interest Rate Warrant Agent may cause to have notice given to the Owners of Interest Rate Warrants by providing the Depositary with a from of notice to be distributed by the Depositary to Depositary Participants in accordance with the custom and practices of the Depositary. SECTION 6.5 Governing Law. The validity, interpretation and performance of this Agreement and each Interest Rate Warrant issued hereunder and of the respective terms and provisions thereof shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6.6 Obtaining of Governmental Approvals. The Company will from time to time use its best efforts to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the [name of U.S. national securities exchange] and filings under the United States federal and state laws, which may be or become required in connection with the issuance, sale, trading, transfer or delivery of the Interest Rate Warrants, the Interest Rate Warrant Certificate and the exercise of the Interest Rate Warrants. SECTION 6.7 Persons Having Rights Under the Interest Rate Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Interest Rate Warrant Agent, the registered Holder of the Interest Rate Warrant Certificate and the Owners any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement shall be for the sole and exclusive benefit of the Company and the Interest Rate Warrant Agent and their successors and of the registered Holder of the Interest Rate Warrant Certificate and the Owners. SECTION 6.8 Headings. The descriptive headings of the several Articles and Sections and the Table of Contents of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 6.9 Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. SECTION 6.10 Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the 30 35 principal corporate trust office of the Interest Rate Warrant Agent, for inspection by the registered Holder of the Interest Rate Warrant Certificate, Depositary Participants, Indirect Participants and Owners. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By: ------------------------------ [Title] [Name of Interest Rate Warrant Agent] By: ------------------------------ [Title] 31 36 [Legend Required By Depository] EXHIBIT A-1 [NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS WARRANT UNLESS THE INTEREST RATE WARRANT AGENT HAS RECEIVED THE CERTIFICATION DESCRIBED IN THE INTEREST RATE WARRANT AGREEMENT] EXERCISABLE ONLY IF COUNTERSIGNED BY THE INTEREST RATE WARRANT AGENT AS PROVIDED HEREIN No. CUSIP No. [_____________] BOOK-ENTRY INTEREST RATE WARRANT CERTIFICATE representing [up to ____________] [insert name of interest rate]Interest Rate [Put/Call/Spread] Warrants Expiring [__________, 19__] THE CHASE MANHATTAN CORPORATION This certifies that [__________________] or registered assigns is the registered Holder of [insert name of Interest Rate] Interest Rate [Put/Call/Spread] Warrants (the "Interest Rate Warrants") or such lesser amount as is indicated in the records of [name of Interest Rate Warrant Agent], as Interest Rate Warrant Agent. Each Interest Rate Warrant entitles the beneficial owner thereof (an "Owner"), subject to the provisions contained herein and in the Interest Rate Warrant Agreement referred to below, to receive in [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as defined herein). In no event shall any Owners be entitled to any interest on any Cash Settlement Value. Subject to the terms of the Interest Rate Warrant Agreement and the limitations described herein, the Interest Rate Warrants may be irrevocably exercised [on any New York Business Day from their date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Interest Rate Warrants expires or, if such date is not a New York Business Day (as defined in the Interest Rate Warrant Agreement), on the next succeeding new York Business Day] [_________, 199_] (the "Expiration Date") or (ii) the date of automatic exercise or cancellation as further described below and as provided in the Interest Rate Warrant Agreement. Except in the case of exercise on the Expiration Date, automatic exercise or cancellation as described below, not fewer than [_______] [or more than] Interest Rate Warrants may be exercised by or on behalf of any one Owner on any one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References 37 to "[name of Interest Rate currency]" or "[_________]" are to the currency of [name of Interest Rate Country]. As used herein, the term "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange] [American Stock Exchange] or [relevant futures and options exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in the City of New York are authorized or required by law or executive order to close; "Interest Rate Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other day on which banking institutions generally in [name of Interest Rate Country] [name of Base Interest Rate country or Reference Interest Rate Country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] [is/are] not open for business [; and "Interest Rate Country Resident" means a resident of, or any corporation or other entity organized under the laws of, [name of Interest Rate Country] [name of Base Interest Rate country or Reference Interest Rate Country], its territories, its possessions or other areas subject to its jurisdiction]. This Interest Rate Warrant Certificate is issued under and in accordance with the Interest Rate Warrant Agreement, dated as of [____________, 19__] (the "Interest Rate Warrant Agreement"), among the Company and the Interest Rate Warrant Agent, and is subject to the terms and provisions contained in the Interest Rate Warrant Agreement, to all of which terms and provisions all Owners of the Interest Rate Warrants represented by this Interest Rate Warrant Certificate and the registered Holder of this Interest Rate Warrant Certificate and the registered Holder of this Interest Rate Warrant Certificate consent by acceptance hereof by the Depositary (as defined below). Copies of the Interest Rate Warrant Agreement are on file at the principal corporate trust office of the Interest Rate Warrant Agent in New York City. Except as provided in the Interest Rate Warrant Agreement, Owners will not be entitled to receive definitive certificates evidencing their Interest Rate Warrants. Interest Rate Warrant holdings will be held through a depositary selected by the Company which initially is [The Depository Trust Company] (the "Depositary", which term, as used herein, includes any successor depositary selected by the Company) as further provided in the Interest Rate Warrant Agreement. Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Interest Rate Warrant Agreement. The Cash Settlement Value of an exercised Interest Rate Warrant (whether exercised automatically or by notice) shall mean [insert fraction] of [the U.S. dollar equivalent (rounded to the nearest [dollar] [cent])] of [the amount, if any, as quoted in A-1-2 38 whole basis points, by which (i) the Strike Amount exceeds (ii) the Spot Amount](8) [the amount, if any, by which (i) the Spot Amount exceeds (ii) the Strike Amount](9); provided that, if such amount if less than zero, then the Cash Settlement shall be zero. The "Strike Amount" means [insert definition from the Prospectus Supplement]. The "Spot Amount" on any date means [insert definition from the Prospectus Supplement]. References in this Agreement to "U.S. Dollars" or "$" are to the lawful currency of the United States of America. References in this Agreement of a "yield" of any [Treasury Bonds] are to the yield to maturity of such [Treasury Bonds.] Except in the case of automatic exercise on the Expiration Date or cancellation, suspension or delay as further provided below and in the Interest Rate Warrant Agreement, the "Valuation Date" for an Interest Rate Warrant shall be the Interest Rate Country Business Day next succeeding the New York Business Day on which the Interest Rate Warrant Agent has received (i) delivery of such Interest Rate Warrant on the records of the Depositary free to the Interest Rate Warrant Account [,accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Interest Rate Warrant in good order in the form of Exhibit C-1 to the Interest Rate Warrant Agreement, at or prior to [1:30 P.M.], New York City time; and if the Interest Rate Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date shall be the next Interest Rate Country Business Day following the New York Business Day following the New York Business Day on which the Interest Rate Warrant Agent received such Interest Rate Warrant and such Exercise Notice. Any delivery of an Interest Rate Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.], New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered, and the Interest Rate Warrants with respect to which such late delivery or Exercise Notice relates shall be exercised in accordance with the third succeeding paragraph hereof. A Depositary Participant may specify in its irrevocable Exercise Notice that such Exercise Notice is conditional (the "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of the Interest Rate Warrant Agreement) if the Reference Value (as defined in Section - -------------------- [FN] (8) In case of Interest Rate Put Warrants. (9) In case of Interest Rate Call Warrants. [/FN] A-1-3 39 2.1(a)) on the Valuation Date is more than [_______] [above](10) [below](11) the Spot Amount on the date upon which the Conditional Exercise Notice is received (or deemed to have been received) and not rejected by the Interest Rate Warrant Agent (or if such date is not an Interest Rate Country Business Day, on the immediately preceding Interest Rate Country Business Day)]. If the Exercise Notice is not rejected as provided in the Interest Rate Warrant Agreement, the Interest Rate Warrant Agent will determine the Cash Settlement Value of the exercised Interest Rate Warrants as provided in the Interest Rate Warrant Agreement. Provided that the Company has made adequate funds available to the Interest Rate Warrant Agent in a timely manner, the Interest Rate Warrant Agent will make payment in the form of a check [or bank wire transfer if the payment is greater than $__________] available to the appropriate Depositary Participant, which shall be responsible for crediting the Cash Settlement Value of Interest Rate Warrants to appropriate Owners, on the fifth Business Day following the Valuation Date (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date"), all as provided in the Interest Rate Warrant Agreement, such payment to be in the amount of the Cash Settlement Value in respect of Interest Rate Warrants exercised by such Depositary Participant. The Interest Rate Warrant Agent will promptly cause its records to be marked to reduce the number of Interest Rate Warrants represented by this Interest Rate Warrants Certificate by the number of Interest Rate Warrants (i) for which it has received an Exercise Notice in proper form, (ii) that were delivered to the Interest Rate Warrant Account, and (iii) for which payment has been made. All Interest Rate Warrants with respect to which either (i) no delivery of Interest Rate Warrants to the Interest Rate Warrant Account has occurred or no valid Exercise Notice has been received by the Interest Rate Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Interest Rate Warrants, (ii) the Exercise Date which has been postponed pursuant to Section 2.2(e) of the Interest Rate Warrant Agreement to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Interest Rate Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Interest Rate Warrants have not been - -------------------- [FN] (10) In case of Interest Rate Put Warrants. (11) In case of Interest Rate Call Warrants. [/FN] A-1-4 40 listed on another U.S. national securities exchange or quoted through a Self-Regulatory Organization (as defined in the Interest Rate Warrant Agreement) (the "Unexercised Interest Rate Warrants"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Interest Rate Warrant Agent. The Valuation Date for such Interest Rate Warrants shall be the first Interest Rate Country Business Day following such Expiration Date. By 5:00 P.M., New York City time, on the Expiration Date, the Interest Rate Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such day. On the Valuation for such Interest Rate Warrants (or if such Valuation Date is not a New York Business Day, then the next succeeding New York Business Day), the Interest Rate Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f) of the Interest Rate Warrant Agreement) of the Interest Rate Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M. New York City time, on such Valuation Date of the Cash Settlement Value with respect to such Interest Rate Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Interest Rate Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Interest Rate Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Interest Rate Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York business Day after such Valuation Date), the Interest Rate Warrant Agent will make its check [or bank wire transfer if the payment is greater than $_______] available to the Depositary, after [1:30 P.M.], New York City time, but prior to the close of business, on such fifth New York Business Day following the Valuation Date for such Interest Rate Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date), such check to be in the amount of the [(i)] aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Interest Rate Warrants that have been automatically exercised, transferred to the Interest Rate Warrant Account; provided, however, that the Interest Rate Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Interest Rate Warrants which have not been transferred to the Interest Rate Warrant Account and for which the Interest Rate Warrant Agent has not received a certificate in the form of Exhibit D-1 to the Interest Rate Warrant Agreement until the Interest Rate Warrant Agent has received such Interest Rate Warrants and certificate with respect to such Interest Rate Warrants. If pursuant to the immediately A-1-5 41 preceding sentence the Interest Rate Warrant Agent has not withheld payment with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent shall promptly cancel the Interest Rate Warrant Certificate representing the Interest Rate Warrants automatically exercised as described above and deliver it to the Issuer. If the Interest Rate Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent shall act as a successor Depositary and shall cancel the Interest Rate Warrant Certificate and deliver it to the Company only upon receipt of certificates in the form of Exhibit D-1 attached to the Interest Rate Warrant Agreement from the appropriate Depositary Participants with respect to all of the Interest Rate Warrants then evidenced by the Interest Rate Warrant Certificate and payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise price] withheld. The Interest Rate Warrant Agent's sole responsibility as successor Depositary with respect to the Unexercised Interest Rate Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Interest Rate Warrants upon receipt of [(i)] the related Interest Rate Warrants and (ii) certificates in the form of Exhibit C-1 to the Interest Rate Warrant Agreement from the appropriate Depositary Participants. The Company, the Interest Rate Warrant Agent and any agent of the Company or the Interest Rate Warrant Agent may deem and treat the registered Holder hereof as the absolute Owner of the Interest Rate Warrants represented hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Interest Rate Warrants evidenced hereby, and neither the Company nor the Interest Rate Warrant Agent nor any agent of the Company or the Interest Rate Warrant Agent shall be affected by any notice to the contrary, subject to certain provisions of the Interest Rate Warrant Agreement, except that the Company and the Interest Rate Warrant Agent shall be entitled to rely on and act pursuant to instructions of Depositary Participants as contemplated herein and in the Interest Rate Warrant Agreement. Subject to the terms of the Interest Rate Warrant Agreement, upon due presentment for registration of transfer of this Interest Rate Warrant Certificate at [the principal corporate trust office of the Interest Rate Warrant Agent] in [New York City], the Company shall execute and the Interest Rate Warrant Agent shall countersign and deliver in the name of the designated transferee a new Interest Rate Warrant Certificate of like tenor and representing a like number of unexercised Interest Rate Warrants as evidenced by this Interest Rate Warrant Certificate at the time of such registration of transfer which shall be issued to the designated transferee in exchange for this A-1-6 42 Interest Rate Warrant Certificate, subject to the limitations provided in the Interest Rate Warrant Agreement, without charge. This Interest Rate Warrant Certificate and the Interest Rate Warrant Agreement are subject to amendment as provided in the Interest Rate Warrant Agreement. The validity, interpretation and performance of this Interest Rate Warrant Certificate and its terms and provisions shall be governed by and construed in accordance with the laws of the State of New York. This Interest Rate Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Interest Rate Warrant Agent. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of [_________, 19__] THE CHASE MANHATTAN CORPORATION By: ------------------------------ [title] [SEAL] Attest: --------------------------- [title] Countersigned on the date above written: [name of Interest Rate Warrant Agent], as Interest Rate Warrant Agent By: ------------------------------- [title] A-1-7 43 EXHIBIT A-2 [NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS WARRANT UNLESS THE INTEREST RATE WARRANT AGENT HAS RECEIVED THE CERTIFICATION DESCRIBED IN THE INTEREST RATE WARRANT AGREEMENT] EXERCISABLE ONLY IF COUNTERSIGNED BY THE INTEREST RATE WARRANT AGENT AS PROVIDED HEREIN No. CUSIP No. [_____________] INTEREST RATE WARRANT CERTIFICATE representing [up to ____________] [insert name of interest rate]Interest Rate [Put/Call/Spread] Warrants Expiring [__________, 19__] THE CHASE MANHATTAN CORPORATION This certifies that [the bearer] [__________________ or registered assigns] (the "Holder") is the registered Holder of [insert name of Interest Rate] Interest Rate [Put/Call/Spread] Warrants (the "Interest Rate Warrants") or such lesser amount as is indicated in the records of [name of Interest Rate Warrant Agent], as Interest Rate Warrant Agent. Each Interest Rate Warrant entitles the Holder, subject to the provisions contained herein and in the Interest Rate Warrant Agreement referred to below, to receive in [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as defined herein). In no event shall the Holder hereof be entitled to any interest on any Cash Settlement Value. Subject to the terms of the Interest Rate Warrant Agreement and the limitations described herein, the Interest Rate Warrants may be irrevocably exercised [on any New York Business Day from their date of issuance until [1:30 P.M.], New York City time,] on (i) [the date upon which the right to exercise the Interest Rate Warrants expires or, if such date is not a New York Business Day (as defined in the Interest Rate Warrant Agreement), on the next succeeding new York Business Day] [_________, 199_] (the "Expiration Date") or (ii) the date of automatic exercise or cancellation as further described below and as provided in the Interest Rate Warrant Agreement. Except in the case of exercise on the Expiration Date, automatic exercise or cancellation as described below, not fewer than [_______] [or more than] Interest Rate Warrants may be exercised by or on behalf of any one Holder on any one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References to "[name of Interest Rate currency]" or "[_________]" are to the currency of [name of Interest Rate Country]. As used herein, the A-2-1 44 term "New York Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which the [New York Stock Exchange] [American Stock Exchange] or [relevant futures and options exchanges on which the underlying securities trade] is not open for securities trading or banking institutions generally in the City of New York are authorized or required by law or executive order to close; "Interest Rate Country Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or other day on which banking institutions generally in [name of Interest Rate Country] [name of Base Interest Rate country or Reference Interest Rate Country] are authorized or required by law or executive order to close or (ii) a day on which the [names of relevant stock exchanges] [is/are] not open for business [; and "Interest Rate Country Resident" means a resident of, or any corporation or other entity organized under the laws of, [name of Interest Rate Country] [name of Base Interest Rate country or Reference Interest Rate Country], its territories, its possessions or other areas subject to its jurisdiction]. This Interest Rate Warrant Certificate is issued under and in accordance with the Interest Rate Warrant Agreement, dated as of [____________, 19__] (the "Interest Rate Warrant Agreement"), among the Company and the Interest Rate Warrant Agent, and is subject to the terms and provisions contained in the Interest Rate Warrant Agreement, to all of which terms and provisions the registered Holder of this Interest Rate Warrant Certificate and the registered Holder of this Interest Rate Warrant Certificate consents by acceptance hereof. Copies of the Interest Rate Warrant Agreement are on file at the principal corporate trust office of the Interest Rate Warrant Agent in New York City. Capitalized terms included herein but not defined herein have the meanings assigned thereto in the Interest Rate Warrant Agreement. The Cash Settlement Value of an exercised Interest Rate Warrant (whether exercised automatically or by notice) shall mean [insert fraction] of [the U.S. dollar equivalent (rounded to the nearest [dollar] [cent])] of [the amount, if any, as quoted in whole basis points, by which (i) the Strike Amount exceeds (ii) the Spot Amount](12) [the amount, if any, by which (i) the Spot Amount exceeds (ii) the Strike Amount](13); provided that, if such amount if less than zero, then the Cash Settlement shall be zero. The "Strike Amount" means [insert definition from the Prospectus Supplement]. - -------------------- [FN] (12) In case of Interest Rate Put Warrants. (13) In case of Interest Rate Call Warrants. [/FN] A-2-2 45 The "Spot Amount" on any date means [insert definition from the Prospectus Supplement]. References in this Agreement to "U.S. Dollars" or "$" are to the lawful currency of the United States of America. References in this Agreement of a "yield" of any [Treasury Bonds] are to the yield to maturity of such [Treasury Bonds.] Except in the case of automatic exercise on the Expiration Date or cancellation, suspension or delay as further provided below and in the Interest Rate Warrant Agreement, the "Valuation Date" for an Interest Rate Warrant shall be the Interest Rate Country Business Day next succeeding the New York Business Day on which the Interest Rate Warrant Agent has received (i) delivery of such Interest Rate Warrant [,accompanied by payment in good form of the Exercise Price] and (ii) an Exercise Notice for such Interest Rate Warrant in good order in the form of Exhibit C-2 to the Interest Rate Warrant Agreement, at or prior to [1:30 P.M.], New York City time; and if the Interest Rate Warrant Agent shall receive such delivery of such Exercise Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date shall be the next Interest Rate Country Business Day following the New York Business Day following the New York Business Day on which the Interest Rate Warrant Agent received such Interest Rate Warrant and such Exercise Notice. Any delivery of an Interest Rate Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.], New York City time, on the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered, and the Interest Rate Warrants with respect to which such late delivery or Exercise Notice relates shall be exercised in accordance with the third succeeding paragraph hereof. A Holder may specify in its irrevocable Exercise Notice that such Exercise Notice is conditional (the "Conditional Exercise Notice"), then such Conditional Exercise Notice shall be void and of no effect (and shall be disregarded for all purposes of the Interest Rate Warrant Agreement) if the Reference Value (as defined in Section 2.1(a)) on the Valuation Date is more than [_______] [above](14) [below](15) the Spot Amount on the date upon which the Conditional Exercise Notice is received (or deemed to have been received) and not rejected by the Interest Rate Warrant Agent (or if such date is not an Interest Rate Country Business Day, on the immediately preceding Interest Rate Country Business Day)]. If the Exercise Notice is not rejected as provided in the Interest Rate Warrant Agreement, the Interest Rate Warrant Agent will determine the Cash Settlement Value of the exercised - -------------------- [FN] (14) In case of Interest Rate Put Warrants. (15) In case of Interest Rate Call Warrants. [/FN] A-2-3 46 Interest Rate Warrants as provided in the Interest Rate Warrant Agreement. Provided that the Company has made adequate funds available to the Interest Rate Warrant Agent in a timely manner, the Interest Rate Warrant Agent will make payment in the form of a check [or bank wire transfer if the payment is greater than $__________] available to the appropriate Holder on the fifth Business Day following the Valuation Date (or, if such Valuation Date is not a New York Business Day, on the sixth New York Business Day after such Valuation Date) (the "Settlement Date"), all as provided in the Interest Rate Warrant Agreement, such payment to be in the amount of the Cash Settlement Value in respect of Interest Rate Warrants exercised by such Holder. The Interest Rate Warrant Agent will promptly cause its records to be marked to reduce the number of Interest Rate Warrants represented by this Interest Rate Warrants Certificate by the number of Interest Rate Warrants (i) for which it has received an Exercise Notice in proper form, (ii) that were delivered to the Interest Rate Warrant Agent, and (iii) for which payment has been made. All Interest Rate Warrants with respect to which either (i) no delivery of Interest Rate Warrants to the Interest Rate Warrant Account has occurred or no valid Exercise Notice has been received by the Interest Rate Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration Date for such Interest Rate Warrants, (ii) the Exercise Date which has been postponed pursuant to Section 2.2(e) of the Interest Rate Warrant Agreement to a date on or after the New York Business Day preceding the Expiration Date or (iii) there has been no proper exercise on the New York Business Day on which the Interest Rate Warrants are permanently delisted or suspended from the [name of U.S. national securities exchange] and, at or prior to such delisting or suspension, the Interest Rate Warrants have not been listed on another U.S. national securities exchange or quoted through a Self-Regulatory Organization (as defined in the Interest Rate Warrant Agreement) (the "Unexercised Interest Rate Warrants"), will be deemed automatically exercised on such Expiration Date without any requirement of notice of exercise to the Interest Rate Warrant Agent. The Valuation Date for such Interest Rate Warrants shall be the first Interest Rate Country Business Day following such Expiration Date. By 5:00 P.M., New York City time, on the Expiration Date, the Interest Rate Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such day. On the Valuation for such Interest Rate Warrants (or if such Valuation Date is not a New York Business Day, then the next succeeding New York Business Day), the Interest Rate Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.2(f) of the Interest Rate Warrant Agreement) of the Interest Rate A-2-4 47 Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M. New York City time, on such Valuation Date of the Cash Settlement Value with respect to such Interest Rate Warrants and (iii) advise the Company of such other matters relating to the automatically exercised Interest Rate Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Interest Rate Warrant Agent in a timely manner which shall, in no event, be later than [1:30 P.M.], New York City time, on the fifth New York Business Day following the Valuation Date for such automatically exercised Interest Rate Warrants (or, if such Valuation Date is not a New York Business Day, on the sixth New York business Day after such Valuation Date), the Interest Rate Warrant Agent will make its check [or bank wire transfer if the payment is greater than $_______] available to the Holder, after [1:30 P.M.], New York City time, but prior to the close of business, on such fifth New York Business Day following the Valuation Date for such Interest Rate Warrants (or, if such Valuation Date is not a New York Business Day, on the ninth New York Business Day after such Valuation Date), such check to be in the amount of the [(i)] aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of Interest Rate Warrants that have been automatically exercised, delivered to the Interest Rate Warrant Agent; provided, however, that the Interest Rate Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Interest Rate Warrants which have not been received by the Interest Rate Warrant Agent [and for which the Interest Rate Warrant Agent has not received a certificate in the form of Exhibit D-2 to the Interest Rate Warrant Agreement] until the Interest Rate Warrant Agent has received such Interest Rate Warrants [and certificate with respect to such Interest Rate Warrants]. If pursuant to the immediately preceding sentence the Interest Rate Warrant Agent has not withheld payment with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent shall promptly cancel the Interest Rate Warrant Certificate representing the Interest Rate Warrants automatically exercised as described above and deliver it to the Issuer. If the Interest Rate Warrant Agent has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent shall cancel this Interest Rate Warrant Certificate and deliver it to the Company only upon [receipt of certificates in the form of Exhibit D-2 attached to the Interest Rate Warrant Agreement from the Holder with respect to all of the Interest Rate Warrants then evidenced by this Interest Rate Warrant Certificate and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise price] withheld. The Interest Rate Warrant Agent's sole responsibility with respect to the Unexercised Interest Rate Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Interest Rate Warrants upon A-2-5 48 receipt of [(i)] the related Interest Rate Warrants [and (ii) certificates in the form of Exhibit C-2 to the Interest Rate Warrant Agreement from the Holder]. The Company, the Interest Rate Warrant Agent and any agent of the Company or the Interest Rate Warrant Agent may deem and treat the registered Holder hereof as the absolute owner of the Interest Rate Warrants represented hereby (notwithstanding any notation of ownership or other writing hereon) for any purpose and as the person entitled to exercise the rights represented by the Interest Rate Warrants evidenced hereby, and neither the Company nor the Interest Rate Warrant Agent nor any agent of the Company or the Interest Rate Warrant Agent shall be affected by any notice to the contrary, subject to certain provisions of the Interest Rate Warrant Agreement. Subject to the terms of the Interest Rate Warrant Agreement, upon due presentment for registration of transfer of this Interest Rate Warrant Certificate at [the principal corporate trust office of the Interest Rate Warrant Agent] in [New York City], the Company shall execute and the Interest Rate Warrant Agent shall countersign and deliver in the name of the designated transferee a new Interest Rate Warrant Certificate of like tenor and representing a like number of unexercised Interest Rate Warrants as evidenced by this Interest Rate Warrant Certificate at the time of such registration of transfer which shall be issued to the designated transferee in exchange for this Interest Rate Warrant Certificate, subject to the limitations provided in the Interest Rate Warrant Agreement, without charge. This Interest Rate Warrant Certificate and the Interest Rate Warrant Agreement are subject to amendment as provided in the Interest Rate Warrant Agreement. The validity, interpretation and performance of this Interest Rate Warrant Certificate and its terms and provisions shall be governed by and construed in accordance with the laws of the State of New York. This Interest Rate Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Interest Rate Warrant Agent. A-2-6 49 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of [_________, 19__] THE CHASE MANHATTAN CORPORATION By: ------------------------------ [title] [SEAL] Attest: --------------------------- [title] Countersigned on the date above written: [name of Interest Rate Warrant Agent], as Interest Rate Warrant Agent By: ------------------------------- [title] A-2-7 50 EXHIBIT B Form of Transfer of Interest Rate Warrant Certificate [______________________], as Interest Rate Warrant Agent Corporate Trust Department [address] [Telex:__________________] [Facsimile:______________] [_________________], the registered Holder of the Interest Rate Warrant Certificate representing all unexercised The Chase Manhattan Corporation [name of Interest Rate] [Put/Call/Spread] Warrants Expiring [_____________, 19___], hereby requests the transfer of such Interest Rate Warrant Certificate to _______________________________. Dated:_________ [NAME OF REGISTERED HOLDER] By: ------------------------------ GUARANTY OF SIGNATURE [NAME OF GUARANTOR] By: ---------------------------- Name: Title: B-1 51 EXHIBIT C-1 Form of Exercise Notice from Depositary Participant _________________, as Interest Rate Warrant Agent Attention:______________________________ (Facsimile:_____________________________) (Telephone:_____________________________) (Telex:_________________________________) Re: Exercise of The Chase Manhattan Corporation [name of Interest Rate] [Put/Call/Spread] Warrants Expiring _________, 19___ ("Interest Rate Warrants") 1. We refer to the Interest Rate Warrant Agreement dated as of [________________, 19__] (the "Interest Rate Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [______] (the "Interest Rate Warrant Agent"). On behalf of certain clients, each of whom is exercising no fewer than [ ] Interest Rate [or more than] [____] Interest Rate Warrants and whose Interest Rate Warrants are held in our name, we hereby irrevocably exercise [________] Interest Rate Warrants (the "Tendered Warrants"). 2. This Exercise Notice [is] [is not] a Conditional Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will be void and of no effect (and shall be disregarded for all purposes under the Interest Rate Warrant Agreement) if the Spot Amount on the Valuation Date is more than [__________] [above](1) [below](2) the closing value of the [name of Interest Rate] on the date this Exercise Notice is received by you (or deemed to have been received by you) and not rejected (or if such date is not an Interest Rate Country Business Day, on the immediately preceding Interest Rate Country Business Day). 3. We have instructed the Depositary to deliver the Exercised Warrants [and the Exercise Price] free through the Depositary to the Interest Rate Warrant Account. (Account No. [__________________]). 4. We hereby acknowledge that this Exercise Notice [, the Exercise Price] and the Tendered Warrants must be received by you by [1:30 P.M.], New York City time, on the date hereof in order for the Valuation Date of the Tendered Warrants to be the next succeeding Interest Rate Country Business Day and that if - -------------------- [FN] (1) In case of Index Put Warrants. (2) In case of Index Call Warrants. [/FN] C-1-1 52 this Exercise Notice [, the Exercise Price] or the Tendered Warrants are received by you after [1:30 P.M.], New York City time, but prior to the close of business on such date, the Valuation Date of the Tendered Warrants shall be the next Interest Rate Country Business Day following the New York Business Day on which such Exercise Notice is received. [We further acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or the Tendered Warrants are received by you after [1:30 P.M.], New York City time, but prior to the close of business on the date hereof, that for purposes of making the determinations required by such Conditional Exercise Notice, the Interest Rate Warrants will be deemed to be exercised on the next succeeding New York Business Day following the date hereof.](3) 5. We hereby certify that we are a participant of [The Depository Trust Company] (the "Depositary") with the present right to use and receive its services. 6. We hereby acknowledge that if you determine that this Exercise Notice has not been fully completed, or is not in proper form, or you are unable to verify that we are a participant of the Depositary as provided above, this Exercise Notice will be void and of no effect and will be deemed not to have been delivered. Capitalized terms used herein and not defined have the meanings assigned thereto in the Interest Rate Warrant Agreement. Dated:________________ __, 19__ [NAME OF DEPOSITARY PARTICIPANT] [Participant Number] By -------------------------------------- Authorized Signature [Address] Telephone:_______________ Facsimile:_______________ - -------------------- [FN] (3) In case of Conditional Exercise Notice. [/FN] C-1-2 53 EXHIBIT C-2 Form of Exercise Notice from Owner _________________, as Interest Rate Warrant Agent [Address]: Attention:______________________________ (Facsimile:_____________________________) (Telephone:_____________________________) (Telex:_________________________________) Re: Exercise of The Chase Manhattan Corporation [name of Interest Rate] [Put/Call/Spread] Warrants Expiring , 19 ("Interest Rate Warrants") 1. We refer to the Interest Rate Warrant Agreement dated as of [________________, 19__] (the "Interest Rate Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [______] (the "Interest Rate Warrant Agent"). We hereby irrevocably exercise [no fewer than] [________] Interest Rate Warrants [or more than] [_____] Interest Rate Warrants (the "Tendered Warrants") and deliver to you herewith a Definitive Certificate or Certificates, registered in the name of the undersigned, representing a number of Interest Rate Warrants at least equal to the Number of Exercised Warrants [, accompanied by payment in full of the Exercise Price [, in U.S. Dollars [other currency] [in cash or certified or official bank check in New York Clearing House funds] [by wire transfer in immediately available funds] payable to the account of the Company.]. 2. This Exercise Notice [is] [is not] a Conditional Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will be void and of no effect (and shall be disregarded for all purposes under the Interest Rate Warrant Agreement) if the closing value of the [name of Interest Rate] on the date the Valuation Date is more than [__________] [above](1) [below](2) the closing value of the [name of Interest Rate] on the date this Exercise Notice was received (or deemed to have been received) and not rejected (or if such date is not an Interest Rate Country Business Day, on the immediately preceding Interest Rate Country Business Day). 3. We hereby acknowledge that this Exercise Notice [, the Exercise Price] and the related Definitive Certificates must be received by you by [1:30 P.M.], New York City time, on the - -------------------- [FN] (1) In case of Index Put Warrants. (2) In case of Index Call Warrants. [/FN] C-2-1 54 date hereof in order for the Valuation Date of the Tendered Warrants to be the next succeeding Interest Rate Country Business Day and that if this Exercise Notice [, the Exercise Price] or such Definitive Certificates are received by you after [1:30 P.M.], New York City time, the Valuation Date of the Tendered Warrants shall be the next Interest Rate Country Business Day following the New York Business Day on which this Exercise Notice [, the Exercise Price] and such Definitive Certificates are received. [We further acknowledge that if this Conditional Exercise Notice or the Definitive Certificates are received by you after [1:30 P.M.], New York City time, but prior to the close of business on the date hereof, that for purposes of making the determinations required by such Conditional Exercise Notice, the Interest Rate Warrants will be deemed to be exercised on the next succeeding New York Business Day following the date hereof.](3) Capitalized terms used herein and not defined have the meanings assigned thereto in the Interest Rate Warrant Agreement. Dated:________________ __, 19__ [NAME OF OWNER] By -------------------------------------- Authorized Signature [Address] Telephone:_______________ Facsimile:_______________ - -------------------- [FN] (3) In case of Conditional Exercise Notice. [/FN] C-2-2 55 EXHIBIT C-3 Notice of Rejection [Choose paragraph A or B] [A] You are hereby notified that [the Exercise Notice delivered by you was determined by us not to have been [duly completed] [in proper form] [the Definitive Certificate delivered by you was determined by us not to have been in proper form] [the Exercise price delivered by you with the Exercise Notice was determined by us not to have been in proper form] [we were not able to verify that you are a participant of [The Depository Trust Company] in the manner, and pursuant to the procedures], as set forth in the Interest Rate Warrant Agreement, dated as of [_______________, 19___], between The Chase Manhattan Corporation, and [ ], as Interest Rate Warrant Agent. Accordingly, we have rejected your Exercise Notice as being unsatisfactory as to form. [B] You are hereby notified that we have rejected your Conditional Exercise Notice, because [the closing value of the Interest Rate on the Valuation Date was [__________], and the closing value of the Interest Rate on the date upon which we received (or was deemed to have received) such Exercise Notice was [____________________] Dated: [___________________________, 199__] ______________________, as Interest Rate Warrant Agent By: ------------------------------- Authorized Agent C-3-1 56 EXHIBIT C-4 Confirmation of Exercise We hereby confirm receipt of your Interest Rate Warrants and your Exercise Notice [and Exercise Price] with respect to such Interest Rate Warrants (the "Exercised Warrants"), which Exercise Notice [and Exercise Price] we have found to be duly completed and in good order, [and we have verified, in the manner provided in the Interest Rate Warrant Agreement, that you are a Depositary Participant.](1) The Valuation Date of the Exercised Warrant is [_____________________________________]. We hereby confirm that the Exercised Warrants have been exercised at the [Interest Rate Value of [___________]] and that the aggregate Cash Settlement Value of [payment currency] [_______________] ([payment currency] [__________] per Interest Rate Warrant will be made available to you in the form of a check, five New York Business Days after the Valuation Date (or six New York Business Days in the case that the Valuation Date for the exercised Interest Rate Warrants was not a New York Business Day) in accordance with the terms of the Interest Rate Warrant Agreement. Capitalized terms included herein but not defined have the meanings assigned thereto in the Interest Rate Warrant Agreement dated as of [_______________, 19__] between The Chase Manhattan Corporation and [__________], as Interest Rate Warrant Agent. Dated: [__________________________ , 199__] ______________________, as Interest Rate Warrant Agent By: ------------------------------------- Authorized Agent - -------------------- [FN] (1) Not necessary with respect to Interest Rate Warrants represented by Definitive Certificates. [/FN] C-4-1 57 EXHIBIT C-5 Confirmation of Exercise for Delayed Exercise Warrants We hereby confirm receipt of your Interest Rate Warrants and your Exercise Notice [and Exercise Price] with respect to such Interest Rate Warrants (the "Tendered Warrants"), which Exercise Notice [and Exercise Price] we have found to be duly completed and in good order, [and we have verified, in the manner provided in the Interest Rate Warrant Agreement, that you are a Depositary Participant.](1) The Valuation Date of the Exercised Warrant is [_____________________________________]. [The Company has elected to limit the number of Interest Rate Warrants that may have an Exercise Date on [____________, 19__] to [______________]. Of the Tendered Warrants, [_____________] Interest Rate Warrants have been selected to be Interest Rate Warrants that will have an Exercise Date on _______________, 19__] (such Interest Rate Warrants, the "Exercised Warrants"). The remaining [_______________] Tendered Warrants are deemed to be Delayed Exercise Warrants.] All of the Tendered Warrants will have an Exercise Date on [______________, 19___] and are hereinafter referred to as "Exercised Warrants".] We hereby confirm that the Exercised Warrants have been exercised at the Interest Rate Value of [___________] and that the aggregate Cash Settlement Value of [ ] [_______________] ([payment currency] per Interest Rate Warrant will be made available to you in the form of a check, five New York Business Days after the Valuation Date (or six New York Business Days in the case that the Valuation Date for the exercised Interest Rate Warrants was not a New York Business Day) in accordance with the terms of the Interest Rate Warrant Agreement. Capitalized terms included herein but not defined have the meanings assigned thereto in the Interest Rate Warrant Agreement dated as of [_______________, 19__] between The Chase - -------------------- [FN] (1) Not necessary with respect to Interest Rate Warrants represented by Definitive Certificates. [/FN] C-5-1 58 Manhattan Corporation and [__________], as Interest Rate Warrant Agent. Dated: [___________________________, 199__] ______________________, as Interest Rate Warrant Agent By: ------------------------------------- Authorized Agent C-5-2 59 EXHIBIT D-1 Form of Depositary Participant Certificate [______________________________________________], as Interest Rate Warrant Agent [Department] [Address] Attention:______________________________ (Facsimile:_____________________________) (Telephone:_____________________________) (Telex:_________________________________) Re: Automatic Exercise of The Chase Manhattan Corporation [name ofInterest Rate] [Put/Call/Spread] Warrants Expiring ______________, 19__ (the "Interest Rate Warrants") We refer to the Interest Rate Warrant Agreement dated as of [________________, 19__] (the "Interest Rate Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [______] (the "Interest Rate Warrant Agent"). We hereby certify that we own [________] Interest Rate Warrants, which have been automatically exercised pursuant to the Interest Rate Warrant Agreement. Dated:________________ __, 19__ [NAME OF DEPOSITARY PARTICIPANT] By ------------------------------------- Authorized Signature [Address] Telephone:_______________ Facsimile:_______________ D-1-1 60 EXHIBIT D-2 Form of Owner Certificate [_______________________________], as Interest Rate Warrant Agent [Department] [Address] Attention:______________________________ (Facsimile:_____________________________) (Telephone:_____________________________) (Telex:_________________________________) Re: Automatic Exercise of The Chase Manhattan Corporation [name of Interest Rate] [Put/Call/Spread] Warrants Expiring ______________ 19__ (the "Interest Rate Warrants" We refer to the Interest Rate Warrant Agreement dated as of _________________, 19__] (the "Interest Rate Warrant Agreement") between The Chase Manhattan Corporation (the "Company") and [______] (the "Interest Rate Warrant Agent"). We hereby certify that we own [________] Interest Rate Warrants, which have been automatically exercised pursuant to the Interest Rate Warrant Agreement and which we have delivered to you. Dated:________________ __, 19__ [NAME OF OWNER] By -------------------------------------- Authorized Signature [Address] Telephone:_______________ Facsimile:_______________ Bank Account Designated for Payment:___________________ D-2-1 EX-4.14 13 FORM OF CERTIFICATE FOR PREFERRED STOCK 1 EXHIBIT 4.14 (FACE OF PREFERRED STOCK CERTIFICATE) (Picture of Salmon P. Chase) NUMBER SHARES ________ ________ PREFERRED STOCK PREFERRED STOCK (Series Title) (Series Title) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THE CHASE MANHATTAN CORPORATION This is to certify that___________________ CUSIP___________ SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of __________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE PREFERRED STOCK OF (Series Title) The Chase Manhattan Corporation transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the signatures of its duly authorized officers. Dated: _______ /s/ Thomas G. Labrecque /s/ Arthur F. Ryan CHAIRMAN OF THE BOARD PRESIDENT /s/ Ronald C. Mayer SECRETARY Countersigned and Registered: MELLON SECURITIES TRUST COMPANY (New York, New York) Transfer Agent By and Registrar Authorized Signature 2 (REVERSE SIDE OF PREFERRED STOCK CERTIFICATE) THE CHASE MANHATTAN CORPORATION THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE HEREOF. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM __ as tenants UNIF GIFT in common MIN ACT--_________Custodian___________ (Cust) (Minor) under Uniform Gifts to Minors Act__________________________ (State) TEN ENT __ as tenants by the entireties JT TEN __ as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in above list. For value received, __________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ____________________ /___________________/_____________________________________________ __________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE. __________________________________________________________________ ___________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________ __________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated, _______________ _______________________________ Notice: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. EX-4.15 14 FORM OF CERTIFICATE FOR THE COMMON STOCK 1 EXHIBIT 4.15 (FACE OF COMMON STOCK CERTIFICATE) (Picture of Salmon P. Chase) NUMBER SHARES ________ ________ COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THE CHASE MANHATTAN CORPORATION This is to certify that___________________ CUSIP___________ SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of __________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF The Chase Manhattan Corporation transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the signatures of its duly authorized officers. Dated: _______ /s/ Thomas G. Labrecque /s/ Arthur F. Ryan CHAIRMAN OF THE BOARD PRESIDENT /s/ Ronald C. Mayer SECRETARY Countersigned and Registered: MELLON SECURITIES TRUST COMPANY (New York, New York) Transfer Agent By and Registrar Authorized Signature 2 (REVERSE SIDE OF COMMON STOCK CERTIFICATE) THE CHASE MANHATTAN CORPORATION THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE HEREOF. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM __ as tenants UNIF GIFT in common MIN ACT--_________Custodian___________ (Cust) (Minor) under Uniform Gifts to Minors Act__________________________ (State) TEN ENT __ as tenants by the entireties JT TEN __ as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in above list. For value received, __________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ____________________ /___________________/_____________________________________________ __________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE. __________________________________________________________________ ___________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________ __________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated, _______________ _______________________________ Notice: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between The Chase Manhattan Corporation (the "Company") and The Chase Manhattan Bank, N.A. (the "Rights Agent") dated as of February 15, 1989 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Effective September 3, 1991, Mellon Bank, N.A., was appointed successor Rights Agent under the Rights Agreement, and was thereby vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under the Rights Agreement. EX-4.16 15 FORM OF SENIOR MED. TERM NOTE, SERIES B (FIXED) 1 EXHIBIT 4.16 IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN: CUSIP: REGISTERED REGISTERED No.FXR $ THE CHASE MANHATTAN CORPORATION SENIOR MEDIUM-TERM NOTE, SERIES B (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: ____________________ ________% __________________ INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: PERCENTAGE: PERCENTAGE REDUCTION: ____________________ __________________ __________________ HOLDER'S OPTIONAL REPAYMENT DATE(S): TOTAL AMOUNT OF OID: ORIGINAL YIELD TO MATURITY: ____________________ __________________ __________________
2 INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION: PERIOD OID: STOCK EXCHANGE: ____________________ Yes / / No / / Yes / / No / / ISSUE PRICE: OTHER PROVISIONS: ________________ ___________________
The Chase Manhattan Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to , , or registered assigns, the principal sum of DOLLARS on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, semiannually on __________ and __________ (each an "Interest Payment Date") in each year commencing on the first Interest Payment Date next succeeding the Original Issue Date specified above, unless the Original Issue Date occurs between a Regular Record Date, as defined below, and the next succeeding Interest Payment Date, in which case commencing on the second Interest Payment Date succeeding the Original Issue Date, to the registered holder of this Note on the Regular Record Date with respect to such Interest Payment Date, and on the Stated Maturity Date shown above (or any Redemption Date as defined below or any Holder's Optional Repayment Date with respect to which such option has been exercised, each such Stated Maturity Date, Redemption Date and Holder's Optional Repayment Date being herein referred to as a "Maturity Date" with respect to the principal payable on such date). Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Original Issue Date specified above to until the principal hereof has been paid or duly made available for payment. If the Maturity Date or an Interest Payment Date falls on a day which is not a Business Day as defined below, principal, premium, if any, or interest payable with respect to such Maturity Date or Interest Payment Date will be paid on the next succeeding Business Day with the same force and effect as if made on such Maturity Date or Interest Payment Date, as the case may be, and no interest on such payment shall accrue for the period from and after such Maturity Date or Interest Payment Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions, be paid to the Person in whose name this Note (or one or more 2 3 predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be ________ or ________ (whether or not a Business Day), next preceding such Interest Payment Date; provided, however, that interest payable on any Maturity Date will be payable to the Person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Paying and Authenticating Agent (referred to below), notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture (referred to below). As used herein, "Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which banks in The City of New York are required or authorized by law or executive order to close. Payment of the principal of, premium, if any, and interest due on this Note will be made in immediately available funds at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on any Interest Payment Date other than the Maturity Date may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. A Holder of not less than $10,000,000 aggregate principal amount of the Senior Medium-Term Notes, as defined below, may by written notice to the Paying and Authenticating Agent (referred to below) at its principal corporate trust office in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such other address as the Company shall give notice in writing) on or before the Regular Record Date preceding an Interest Payment Date, arrange to have the interest payable on all Senior Medium-Term Notes held by such Holder on such Interest Payment Date, and all subsequent Interest Payment Dates until written notice to the contrary is given to the Paying and Authenticating Agent, made by wire transfer of immediately available funds to a designated account maintained at a bank in The City of New York or at its offices at Woolgate House, Coleman 3 4 Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg(or other bank consented to by the Company) as the Holder of such Senior Medium-Term Notes shall have designated; provided that such bank has appropriate facilities therefor. This Senior Medium-Term Note, Series B is one of a duly authorized series of Senior Debt Securities (hereinafter called the "Securities") of the Company issued and to be issued under an Indenture dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990 and as further supplemented by a Second Supplemental Indenture, dated as of May 1, 1991 (as supplemented, the "Indenture") between the Company and Bankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Senior Medium-Term Notes, Series B (the "Senior Medium-Term Notes" or the "Notes") and the terms upon which the Senior Medium-Term Notes are, and are to be, authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its corporate trust offices in The City of New York and at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of interest and principal of the Senior Medium-Term Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust offices in The City of New York and in London is the authenticating agent for the Senior Medium-Term Notes (the "Paying and Authenticating Agent"). The Senior Medium-Term Notes may bear different Original Issue Dates, mature at different times, bear interest at different rates and vary in such other ways as are provided in the Indenture. This Note is not subject to any sinking fund. This Note may be subject to repayment at the option of the Holder on any Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's Optional Repayment Dates are set forth above, this Note may not be so repaid at the option of the Holder hereof prior to the Stated Maturity Date. On any Holder's Optional Repayment Date this Note shall be repayable in whole or in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Paying and Authenticating Agent at the principal 4 5 corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or such other address which the Company shall from time to time notify the Holders of the Senior Medium-Term Notes, not more than 60 nor less than 30 days prior to an Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. This Note may be redeemed at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (the "Redemption Date"), except as provided in the next succeeding paragraph. If no Initial Redemption Date is set forth above, this Note may not be redeemed at the option of the Company prior to the Stated Maturity Date, except in the event the Company is required to pay any Additional Amounts (as defined below) with respect to the payment of principal and interest on this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given to the Holder not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise indicated on the face hereof, this Note will be subject to redemption as a whole but not in part at the option of the Company, at a redemption price equal to the principal amount hereof (or if this Note is an Original Issue Discount Note at the Amortized Face Amount (as defined below)) together with accrued and unpaid interest, if any, to the date fixed for redemption, upon notice as described below, if the Company determines that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, the Company has or will become obligated to pay Additional Amounts (as hereinafter defined) with respect to this Note as described below; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of this Note then due. The Company will make its determination with respect to redemption as soon as practicable after it becomes aware of an event that might give rise to such a determination, such 5 6 determination to be evidenced by the delivery to the Trustee of an Officer's Certificate with respect thereto. If the Company has elected to redeem this Note, the Trustee will give notice to the Holder hereof within 15 days after the date the Trustee is notified of the Company's election to redeem this Note or make additional payments as described above. Such notice will state the nature of the Company's election, the reasons for and the nature of such determination and the last day by which redemption may be made. The Company will, subject to the limitations and exceptions set forth below, pay to the Holder on behalf of an owner of a beneficial interest (an "Owner") in this Note who is a United States Alien (as hereinafter defined) such additional amounts (the "Additional Amounts") as may be necessary so that every net payment to such Owner of principal and premium, if any, and interest, if any, on this Note, after deduction or withholding for or on account of any present or future tax, assessment of other governmental charge imposed upon such Owner, or by reason of the making of such net or additional payment, by the United States, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note to be then due and payable. However, the Company shall not be required to make any such payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor or beneficiary of, or possessor of a power over, such Owner, if such Owner is an estate or a trust, or between a member or shareholder of such Owner, if such Owner is a partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, possessor, member or shareholder) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge imposed by reason of such Owner's past or present status (i) 6 7 as a private foundation or other tax exempt organization or a domestic or foreign personal holding company with respect to the United States, (ii) as a corporation that accumulates earnings to avoid United States income taxes, (iii) as a controlled foreign corporation with respect to the United States, (iv) as the owner, actually or constructively, of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, or (v) as a bank that acquires a Note as an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (4) any tax, assessment or other governmental charge which is payable primarily otherwise than by deduction or withholding from payments on this Note; (5) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or Owner of this Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on this Note, if such payment can be made without such withholding by any other Paying Agent of the Company outside the United States; (7) any tax, assessment or other governmental charge that would not have been so imposed but for the Owner being or having been a person within a country with respect to which the United States Treasury Department has determined under Sections 871(h)(5) and 881(c)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), on or before the Original Issue Date specified above that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in Sections 871(h) and 881(c) of the Code; or (8) any combination of items (1), (2), (3), (4), (5), (6) or (7), above; nor shall Additional Amounts be paid to any holder on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or 7 8 the Owner would not have been entitled to payment of the Additional Amount had such beneficiary, settlor, member or Owner been the sole Owner of this Note. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. Except as specifically provided above, the Company will not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Notices to the holders of the Notes with respect to redemption as provided above will be mailed first class mail, postage prepaid, to the holders' addresses listed in the register maintained by the Registrar not more than 60 nor less than 30 days prior to the Redemption Date. If this Note is redeemable at the option of the Company (other than as a result of the Company being obliged to pay Additional Amounts as provided above), the "Redemption Price" shall initially be the Initial Redemption Percentage, specified above, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. The "Amortized Face Amount" of an Original Issue Discount Note shall be the amount equal to (i) the Issue Price set forth above plus (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at the Original Yield to Maturity (computed in accordance with generally accepted United States bond yield computation principles) by the date of calculation, as calculated by the Paying and Authenticating Agent, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or the Maturity Date, as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. 8 9 If an Event of Default with respect to the Senior Medium-Term Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount (or Amortized Face Amount, in the case of Original Issue Discount Notes) of the Outstanding Senior Medium-Term Notes may declare the principal (or Amortized Face Amount, in the case of Original Issue Discount Notes) of all the Senior Medium-Term Notes due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, currency unit or composite currency, prescribed herein and in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Note, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the 9 10 Company and the Securities Registrar, and this Note duly executed by the Holder hereof or by such Holder's attorney duly authorized in writing and thereupon one or more new Senior Medium-Term Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Medium-Term Notes are issuable only in registered form without coupons in minimum denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Senior Medium-Term Notes are exchangeable for a like aggregate principal amount of Senior Medium-Term Notes in authorized denominations, as requested by the Holder surrender- ing the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Senior Medium-Term Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 10 11 Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent or the Trustee under the Indenture by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon. THE CHASE MANHATTAN CORPORATION By: __________________________ (SEAL) By: __________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture described herein. Bankers Trust Company, or Bankers Trust Company, as Trustee as Trustee By: The Chase Manhattan Bank, N.A., as Authenticating Agent By:___________________ By: _____________________________ Authorized Officer Authorized Officer 11 12 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at ________________________________________ _______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, this Note must be received at a corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 nor less than 30 days prior to the Holder's Optional Repayment Date, if any, specified above, with this "Option to Elect Repayment" form duly completed. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be in increments of $1,000) which the Holder elects to have repaid and specify the denomination or denominations (each of which shall be $1,000 or an integral multiple of $1,000 in excess of $1,000) of the Senior Medium-Term Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ____________________ ____________________________________ NOTICE: The signature on this Date _________________ Option to Elect Repayment must correspond with the name as written upon this Note in every particular, without alteration or enlargement or any change whatever. 12 13 ABBREVIATIONS The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM--as tenants in common UNIF GIFT MIN ACT--.............Custodian............ (Minor) Under Uniform Gifts to Minors Act ................................. (State) TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 13 14 _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee: _____________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________ _______________________________ Signature Guaranteed: _______________________________ _______________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever. 14 EX-4.17 16 FORM OF SENIOR MED. TERM NOTE, SERIES B (FLOATING) 1 EXHIBIT 4.17 IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN: CUSIP: REGISTERED REGISTERED No. FLR $ THE CHASE MANHATTAN CORPORATION SENIOR MEDIUM-TERM NOTE, SERIES B (Floating Rate) INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE: ____________________ ____________________ _____________________ INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES: ____________________ ____________________ _____________________ SPREAD: INITIAL INTEREST RESET INTEREST RATE RESET DATE: DATES: ____________________ ____________________ ____________________ SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST RATE: ____________________ ____________________ ____________________
2 INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE: PERCENTAGE REDUCTION: ____________________ ____________________ ____________________ HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO REPAYMENT DATE(S): MATURITY: ____________________ ____________________ ____________________ INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: LISTING ON LUXEMBOURG PERIOD OID: STOCK EXCHANGE: ____________________ ___________________ Yes / / No / / ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE: ___________________ Yes / / No: / / Reuters / / Telerate / / INDEX CURRENCY: OTHER PROVISIONS: _________________ ____________________
The Chase Manhattan Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to , or registered assigns, the principal sum of DOLLARS on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate determined in accordance with the provisions set forth below, depending upon the Interest Rate Basis specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest on Interest Payment Dates specified above, commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Stated Maturity Date (or any Redemption Date as defined below or any Holder's Optional Repayment Date with respect to which such option has been exercised, each such Stated Maturity Date, Redemption Date and Holder's Optional Repayment Date being hereinafter referred to as a "Maturity Date" with respect to the principal repayable on such 2 3 date); provided, however, that if the Original Issue Date occurs between a Regular Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date, to the registered holder of this Note on the Regular Record Date with respect to such Interest Payment Date; and provided, further, that if an Interest Payment Date (other than an Interest Payment Date that occurs on any Maturity Date) would fall on a day that is not a Business Day, as defined below, such Interest Payment Date shall be the next day that is a Business Day, except in the case that the Interest Rate Basis is LIBOR or LIBID, if such next Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the next preceding day that is a Business Day. If any Maturity Date of this Note should fall on a day that is not a Business Day, the payment of interest, principal or premium, if any, due on such date shall be made on the next day that is a Business Day and no additional interest on such amounts shall accrue from such Maturity Date to and including the date on which any such payment is required to be made. Interest payable on this Note on any Interest Payment Date will include interest accrued from the Original Issue Date, or the most recent date for which interest has been paid or duly provided for, to, but excluding, such Interest Payment Date; provided, however, that if the period between Interest Rate Reset Dates with respect to this Note is daily or weekly, interest payable on any Interest Payment Date will include interest accrued to and including the Regular Record Date next preceding such Interest Payment Date, except that interest payable on any Maturity Date will include interest accrued to, but excluding, such Maturity Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the date 15 calendar days prior to an Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"); provided, however, that interest payable on any Maturity Date will be payable to the Person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (referred to below), notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture (referred to below). Payment of the principal of, premium, if any, and interest due on this Note will be made in immediately available funds at 3 4 the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on any Interest Payment Date other than the Maturity Date may be made at the option of the Company by check mailed to the address of Person entitled thereto as such address shall appear in the Security Register. A Holder of not less than $10,000,000 aggregate principal amount of the Senior Medium-Term Notes having the same Interest Payment Dates may by written notice to the Paying and Authenticating Agent (referred to below) at its principal corporate trust office in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such other address as the Company shall give notice in writing) on or before the Regular Record Date preceding an Interest Payment Date, arrange to have the interest payable on all Senior Medium-Term Notes held by such Holder on such Interest Payment Date, and all subsequent Interest Payment Dates until written notice to the contrary is given to the Paying and Authenticating Agent, made by wire transfer of immediately available funds to a designated account maintained at a bank in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or other bank consented to by the Company) as the holder of such Senior Medium-Term Notes shall have designated; provided that such bank has appropriate facilities therefor. This Senior Medium-Term Note, Series B is one of a duly authorized series of Senior Debt Securities (hereinafter called the "Securities") of the Company issued and to be issued under an Indenture dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990 and as further supplemented by a Second Supplemental Indenture, dated as of May 1, 1991 (as supplemented, the "Indenture") between the Company and Bankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Senior Medium-Term Notes, Series B (the "Senior Medium-Term Notes or the "Notes") and the terms upon which the Senior Medium-Term Notes are, and are to be, authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its corporate trust offices in The City of New York and at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for 4 5 the payment of interest and principal of the Senior Medium-Term Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust offices in The City of New York and in London is the authenticating agent for the Senior Medium-Term Notes (the "Paying and Authenticating Agent"). The Senior Medium-Term Notes may bear different Original Issue Dates, mature at different times, bear interest at different rates and vary in such other ways as are provided in the Indenture. This Note is not subject to any sinking fund. This Note may be subject to repayment at the option of the Holder on the Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's Optional Repayment Dates are set forth above, this Note may not be so repaid at the option of the Holder hereof prior to the Stated Maturity Date. On any Holder's Optional Repayment Date, this Note shall be repayable in whole or in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Paying and Authenticating Agent at the principal corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg, S.A., or such address which the Company shall from time to time notify the Holders of the Senior Medium-Term Notes, not more than 60 nor less than 30 days prior to a Holder's Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. This Note may be redeemed at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (the "Redemption Date"), except as provided in the next succeeding paragraph. If no Initial Redemption Date is set forth above, this Note may not be redeemed at the option of the Company prior to the Stated Maturity Date, except in the event the Company is required to pay any Additional Amounts (as defined below) with respect to the payment of principal and interest on this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given to the Holder not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part 5 6 only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise indicated on the face hereof, this Note will be subject to redemption as a whole but not in part at the option of the Company, at a redemption price equal to the principal amount hereof (or if this Note is an Original Issue Discount Note at the Amortized Face Amount (as defined below)) together with accrued and unpaid interest, if any, to the date fixed for redemption, upon notice as described below, if the Company determines that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, the Company has or will become obligated to pay Additional Amounts (as hereinafter defined) with respect to this Note as described below; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of this Note then due. The Company will make its determination with respect to redemption as soon as practicable after it becomes aware of an event that might give rise to such a determination, such determination to be evidenced by the delivery to the Trustee of an Officer's Certificate with respect thereto. If the Company has elected to redeem this Note, the Trustee will give notice to the Holder hereof within 15 days after the date the Trustee is notified of the Company's election to redeem this Note or make additional payments as described above. Such notice will state the nature of the Company's election, the reasons for and the nature of such determination and the last day by which redemption may be made. The Company will, subject to the limitations and exceptions set forth below, pay to the holder on behalf of an owner of a beneficial interest (an "Owner") in this Note who is a United States Alien (as hereinafter defined) such additional amounts (the "Additional Amounts") as may be necessary so that every net payment to such Owner of principal and premium, if any, and interest, if any, on this Note, after deduction or withholding for or on account of any present or future tax, assessment of other governmental charge imposed upon such Owner, or by reason of the making of such net or additional payment, by the United States, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note to be then due and payable. However, the Company shall not be required to make any such payment of Additional Amounts for or on account of: 6 7 (1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor or beneficiary of, or possessor of a power over, such Owner, if such Owner is an estate or a trust, or between a member or shareholder of such Owner, if such Owner is a partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, possessor, member or shareholder) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge imposed by reason of such Owner's past or present status (i) as a private foundation or other tax exempt organization or a domestic or foreign personal holding company with respect to the United States, (ii) as a corporation that accumulates earnings to avoid United States income taxes, (iii) as a controlled foreign corporation with respect to the United States, (iv) as the owner, actually or constructively, of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, or (v) as a bank that acquires a Note as an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (4) any tax, assessment or other governmental charge which is payable primarily otherwise than by deduction or withholding from payments on this Note; (5) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or Owner of this Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; 7 8 (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on this Note, if such payment can be made without such withholding by any other Paying Agent of the Company outside the United States; (7) any tax, assessment or other governmental charge that would not have been so imposed but for the Owner being or having been a person within a country with respect to which the United States Treasury Department has determined under Sections 871(h)(5) and 881(c)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), on or before the Original Issue Date specified above Note that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in Sections 871(h) and 881(c) of the Code; or (8) any combination of items (1), (2), (3), (4), (5), (6) or (7), above; nor shall Additional Amounts be paid to any holder on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the Owner would not have been entitled to payment of the Additional Amount had such beneficiary, settlor, member or Owner been the sole Owner of this Note. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. Except as specifically provided above, the Company will not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Notices to the holders of the Notes with respect to redemption as provided above will be mailed first class mail, postage prepaid, to the holders' addresses listed in the register maintained by the Registrar not more than 60 nor less than 30 days prior to the Redemption Date. If this Note is redeemable at the option of the Company (other than as a result of the Company being obliged to pay Additional Amounts as provided above), the "Redemption Price" shall initially be the Initial Redemption Percentage, specified 8 9 above, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. Accrued interest hereon shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the day succeeding the last date for which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 or, in the case of Senior Medium-Term Notes having the Treasury Rate as their Interest Rate Basis, by the actual number of days in the year. Except as described below, this Note will bear interest at the rate determined by reference to the Interest Rate Basis specified above (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any, specified above. The interest rate in effect on each day shall be (a) if such day is an Interest Rate Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Rate Reset Date or (b) if such day is not an Interest Rate Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Rate Reset Date, provided that (i) the interest rate in effect from the Original Issue Date to the first Interest Rate Reset Date shall be the Initial Interest Rate specified above, and (ii) the interest rate in effect for the ten days immediately prior to the Maturity Date shall be the rate in effect on the tenth day preceding the Maturity Date. If any Interest Rate Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the Interest Rate Basis specified above is LIBID or LIBOR, if such Business Day is in the next succeeding calendar month, such Interest Rate Reset Date shall be the immediately preceding Business Day. The Interest Determination Date with respect to the Certificate of Deposit Rate (the "CD Rate"), Commercial Paper Rate, Federal Funds Rate and Prime Rate will be the second Business Day preceding the Interest Reset Date. The Interest Determination Date with respect to LIBID or LIBOR shall be the second London Banking Day (as defined below) preceding an Interest Rate Reset Date. The Interest Determination Date with respect to the Treasury Rate shall be the day of the week in which such Interest Rate Reset Date falls on which Treasury bills normally would be auctioned; provided, however, that if as a result of a 9 10 legal holiday an auction is held on the Friday of the week preceding the Interest Rate Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Rate Reset Date then the Interest Rate Reset Date shall instead be the first Business Day following such auction. The "Calculation Date" pertaining to any Interest Determination Date shall be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be. All percentages resulting from any calculation on the Senior Medium-Term Notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on the Medium-Term Notes will be rounded to the nearest cent (with one-half cent being rounded upward). As used herein, "Business Day" means (i) any day other than a Saturday, Sunday, legal holiday or other day on which banks in The City of New York are required or authorized by law or executive order to close, or (ii) in the case where the Interest Rate Basis is LIBID or LIBOR, any day other than a Saturday, Sunday, legal holiday or other day on which banks in the City of London, are required or authorized by law or executive order to close, or on which dealings in deposits in the Index Currency (as defined below) are not transacted in the London interbank market (a "London Banking Day"). Determination of CD Rate. CD Rate means, with respect to any Interest Determination Date (a "CD Interest Determination Date"), the rate on such day for negotiable certificates of deposit having the Index Maturity specified above as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication ("H.15(519)"), under the heading "Cds (Secondary Market)", or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such CD Interest Determination Date, the CD Rate will be the rate on such CD Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified above as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Certificates of Deposit". If such rate is not published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic 10 11 mean of the secondary market offered rates as of 10:00 A.M., New York City time, on such CD Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major United States money center banks (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity specified above in denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as set forth above, the CD Rate will be the CD Rate in effect on such CD Interest Determination Date. Determination of Commercial Paper Rate. The Commercial Paper Rate means, with respect to any Interest Determination Date (a "Commercial Paper Interest Determination Date"), the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity specified above as published in H.15(519) under the heading "Commercial Paper". In the event such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Interest Determination Date of the rate for commercial paper having the Index Maturity shown above as published in Composite Quotations under the heading "Commercial Paper". If the rate for a Commercial Paper Interest Determination Date is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, the Commercial Paper Rate for that Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent, after consultation with the Company, and shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on such Commercial Paper Interest Determination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent, after consultation with the Company, on such Commercial Paper Interest Determination Date, for commercial paper of the Index Maturity specified above placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized statistical rating agency; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate with respect to such Commercial Paper Interest Determination Date will be the Commercial Paper Rate then in effect on such Commercial Paper Interest Determination Date. "Money Market Yield" shall be the yield (expressed as a percentage rounded to the nearest one ten-thousandth of a percent, with five one hundred- thousandths of a percent rounded upward) calculated in accordance with the following formula: 11 12 Money Market Yield = D x 360 x 100 --------------------- 360 - (D x M) where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the interest period for which interest is being calculated. Determination of Federal Funds Rate. The Federal Funds Rate means, with respect to any Interest Determination Date (a "Federal Funds Rate Interest Determination Date"), the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Federal Funds Rate Interest Determination Date, the Federal Funds Rate will be the rate on such Federal Funds Rate Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Federal Funds Rate Interest Determination Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent (after consultation with the Company) prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent, after consultation with the Company, are not quoting as described above, the Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate then in effect on such Federal Funds Rate Interest Determination Date. Determination of LIBOR. LIBOR means, with respect to any Interest Determination Date relating to a LIBOR Note (a "LIBOR Interest Determination Date"), the rate determined by the Calculation Agent in accordance with the following provisions: (i) LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the offered rates (unless the specified Designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated on the face hereof, as of 11:00 A.M. London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on the face hereof, the rate for deposits in the Index Currency having the Index Maturity 12 13 designated on the face hereof commencing on the second London Banking Day immediately following that LIBOR Interest Determination Date that appears on the Designated LIBOR Page specified on the face hereof as of 11:00 A.M. London time, on that LIBOR Interest Determination Date. If fewer than two offered rates appear, or no rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in clause (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page, as specified in clause (i) above, the Calculation Agent will request that each LIBOR Reference Bank provide such Calculation Agent with its offered quotations for deposits in the Index Currency for the period of the Index Maturity specified on the face hereof to prime banks in the London interbank market as of approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date, such deposits commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center (as defined below), on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center selected by the Calculation Agent, after consultation with the Company, for loans in the Index Currency to major European banks having the Index Maturity specified on the face hereof and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as described above, LIBOR will be LIBOR in effect on such LIBOR Interest Determination Date. "Index Currency" means the currency (including composite currencies) specified on the face hereof, if any, as the currency for which LIBOR shall be calculated. If no such currency is specified, the Index Currency shall be U.S. dollars. "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated on the face hereof, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face hereof, the display on the Dow Jones Telerate Service for the purpose of displaying the London interbank rates of major banks 13 14 for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR Telerate had been specified. "Principal Financial Center" will generally be the capital city of the country of the specified Index Currency, except that with respect to U.S. dollars, Deutsche marks, and ECUs, the Principal Financial Center shall be The City of New York, Frankfurt, and Luxembourg, respectively. Determination of LIBID. LIBID means, with respect to any Interest Rate Determination Date relating to a LIBID Note (a "LIBID Interest Determination Date"), the rate determined by the Calculation Agent in accordance with the following provisions: (i) LIBID will be determined on the basis of the bid rates quoted to prime banks in the London interbank market at approxi- mately 11:00 A.M., London time, for deposits in U.S. dollars of not less than U.S. $1 million for the period of the Index Maturity specified above commencing on the second London Banking Day immediately following such LIBID Interest Determination Date, by the London offices of four major banks in the London interbank market named on the Reuters Screen LIBO Page and selected by the Calculation Agent, after consultation with the Company (the "LIBID Reference Banks"), on the LIBID Interest Determination Date. If at least two such quotations appear on the Reuters Screen LIBO Page, LIBID for such LIBID Interest Determination Date will be the arithmetic mean of such quotations as determined by the Calcula- tion Agent. If fewer than two quotations are provided, LIBID for such LIBID Interest Determination Date will be determined as if the parties had specified the rate described in (ii) below. As used herein, "Reuters Screen LIBO Page" means the display desig- nated as Page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service) for the purpose of displaying London interbank bid rates of major banks. (ii) With respect to a LIBID Interest Determination Date on which fewer than two such quotations appear, the Calculation Agent will request that each LIBID Reference Bank provide the Calcula- tion Agent with a quotation of the bid rate quoted to such bank by the head offices of major banks in The City of New York for deposits in U.S. dollars for the period of the Index Maturity at approximately 11:00 A.M., London time, on such LIBID Interest Determination Date and in a principal amount equal to an amount of not less than U.S. $1 million that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBID for such LIBID Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBID for such LIBID 14 15 Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in The City of New York selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 A.M., New York City time, on such LIBID Interest Determination Date for loans in U.S. dollars to leading European banks, having the Index Maturity designated above and in a principal amount equal to an amount of not less than U.S. $1 million that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBID for such LIBID Interest Determination Date will be LIBID in effect on such LIBID Interest Determination Date. Determination of Prime Rate. Prime Rate means, with respect to any Interest Determination Date (a "Prime Rate Interest Determination Date"), the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major money center banks in The City of New York as selected by the Calculation Agent (after consultation with the Company). If fewer than three such quotations are provided, the Prime Rate shall be calculated by the Calculation Agent and shall be determined as the arithmetic mean on the basis of the prime rates quoted in The City of New York on such date by three substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent (after consultation with the Company); provided, however, that if the banks or trust companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate then in effect on such Prime Rate Interest Determination Date. Determination of Treasury Rate. Treasury Rate means, with respect to any Interest Determination Date (a "Treasury Interest Determination Date"), the rate applicable to the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified above, as such rate is published in H.15(519) under the heading "Treasury Bills -- auction average (investment)" or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Interest Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified above are not reported as provided by 3:00 P.M., New York City time, on such 15 16 Calculation Date, or if no such auction is held in a particular week, then the Treasury Rate shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent (after consultation with the Company), for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, Treasury Rate with respect to such Treasury Rate Interest Determination Date will be the Treasury Rate then in effect on such Treasury Rate Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will become ef- fective as of the next Interest Reset Date. The "Amortized Face Amount" of an Original Issue Discount Note shall be the amount equal to (i) the Issue Price set forth above plus, (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at the Original Yield to Maturity (computed in accordance with generally accepted United States bond yield computation principles) by the date of calculation, as calculated by the Paying and Authenticating Agent, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount. If an Event of Default with respect to the Senior Medium-Term Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount (or Amortized Face Amount, in the case of Original Issue Discount Notes) of the Outstanding Senior Medium-Term Notes may declare the principal (or Amortized Face Amount, in the case of Original Issue Discount Notes) of all the Senior Medium-Term Notes due and payable in the manner and with the effect provided in the Indenture. 16 17 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, currency unit or composite currency, prescribed herein and in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Note, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York or at its offices located at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, and this Note duly executed by the Holder hereof or by such Holder's attorney duly authorized in writing and thereupon one or more new Senior Medium-Term Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Medium-Term Notes are issuable only in registered form without coupons in minimum denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. 17 18 As provided in the Indenture, and subject to certain limitations therein set forth, the Senior Medium-Term Notes are exchangeable for a like aggregate principal amount of Senior Medium-Term Notes in authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Senior Medium-Term Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent or the Trustee under the Indenture by the manual signature of one if its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 18 19 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon. THE CHASE MANHATTAN CORPORATION By: ___________________ (SEAL) By: ___________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Bankers Trust Company, or Bankers Trust Company, as Trustee as Trustee By: The Chase Manhattan Bank, N.A., as Authenticating Agent By: ___________________ By: _________________________ Authorized Officer Authorized Officer 19 20 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at _________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, this Note must be received at a corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg, S.A., or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 nor less than 30 days prior to the Holder's Optional Repayment Date, if any, specified above, with this "Option to Elect Repayment" form duly completed. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be in increments of $1,000) which the Holder elects to have repaid and specify the denomination or denominations (each of which shall be $1,000 or an integral multiple of $1,000 in excess of $1,000) of the Senior Medium-Term Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ____________________ ____________________________________ NOTICE: The signature on this Date _________________ Option to Elect Repayment must correspond with the name as written upon this Note in every particular, without alteration or enlargement or any change whatever. 20 21 ABBREVIATIONS The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM--as tenants in common UNIF GIFT MIN ACT--.............Custodian............ (Minor) Under Uniform Gifts to Minors Act ................................. (State) TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 21 22 _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee: _____________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________ ___________________________________ Signature Guaranteed: ___________________________________ ___________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever. 22 EX-4.18 17 FORM OF SENIOR MED. TERM NOTE, SERIES B (FOREIGN) 1 EXHIBIT 4.18 IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN: CUSIP: REGISTERED PRINCIPAL AMOUNT: No.FC THE CHASE MANHATTAN CORPORATION SENIOR MEDIUM-TERM NOTE, SERIES B (Foreign Currency) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: ____________________ ________% __________________ INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: PERCENTAGE: PERCENTAGE REDUCTION: ____________________ __________________ __________________
2 SPECIFIED CURRENCY: INTEREST PAYMENT INTEREST PAYMENT DATES: PERIOD: ____________________ __________________ __________________ HOLDER'S OPTIONAL REPAYMENT DATE(S): TOTAL AMOUNT OF OID: ORIGINAL YIELD TO MATURITY: __________________ INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG PERIOD OID: STOCK EXCHANGE: TAX REDEMPTION: __________________ Yes / / No / / Yes / / No / / ISSUE PRICE: OTHER PROVISIONS: __________________ __________________
AUTHORIZED DENOMINATIONS: __________ and integral multiples of _____________ in excess thereof. PAYMENTS CONVERTED INTO U.S. DOLLARS: PRESUMPTION YES / / PRESUMPTION NO / / The Chase Manhattan Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to , , or registered assigns, the principal sum of on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest monthly, semi-annually or annually as specified above under "Interest Payment Period", on each Interest Payment Date specified above, commencing on the first Interest Payment Date next succeeding the Original Issue Date specified above, unless the Original Issue Date occurs between a Regular Record Date, as defined below, and the next succeeding Interest Payment Date, in which case commencing on the second Interest Payment Date succeeding the Original Issue Date, to the registered holder of this Note on the Regular Record Date with respect to such Interest Payment Date, and on the Stated Maturity Date shown above (or any Redemption Date as defined below or any Holder's Optional Repayment Date with respect to which such option has been exercised, each such Stated Maturity Date, 2 3 Redemption Date and Holder's Optional Repayment Date being herein referred to as a "Maturity Date" with respect to the principal payable on such date). Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Original Issue Date specified above until the principal hereof has been paid or duly made available for payment. If the Maturity Date or an Interest Payment Date falls on a day which is not a Business Day as defined below, principal, premium, if any, or interest payable with respect to such Maturity Date or Interest Payment Date will be paid on the next succeeding Business Day with the same force and effect as if made on such Maturity Date or Interest Payment Date, as the case may be, and no interest on such payment shall accrue for the period from and after such Maturity Date or Interest Payment Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Paying and Authenticating Agent (referred to below), notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture (referred to below). As used herein, "Business Day" means any day other than a Saturday or Sunday that meets each of the following applicable requirements: the day is (a) not a day on which banking institutions are authorized or required by law or regulation to be closed in The City of New York, (b) not a day on which banking institutions are authorized or required by law or regulation to be closed in the Principal Financial Center (as defined below) of the country of the Specified Currency (or if the Specified Currency of this Note is the European Currency Unit ("ECU"), the Principal Financial Center of each country that issues a component currency of the ECU), (c) a day on which banking institutions in such Principal Financial Center are carrying out transactions in such Specified Currency and (d) if the Specified Currency of this Note is ECU, a day that is an "ECU Settlement Day". An "ECU Settlement Day" means any day that (a) is not either (i) a Saturday or a 3 4 Sunday or (ii) a day which appears as an ECU Non-Settlement Day on the display designated as page "ISDE" on the Reuters Monitor Money Rates Service (or a day so designated by the ECU Banking Association, if ECU Non-Settlement Days do not appear on that page) and, if ECU Non-Settlement Days do not appear on that page (and are not so designated), a day on which payments in ECU cannot be settled in the international interbank market and (b) is a day on which payments in ECU can be settled by commercial banks and in foreign exchange markets in the place in which the relevant account for payment is located. "Principal Financial Center" means the capital city of the country of the Specified Currency designated on the face hereof, except that if the Specified Currency is the U.S. dollar, the Deutsche mark or the ECU, the Principal Financial Center shall be The City of New York, Frankfurt or Luxembourg, respectively. Upon presentation and surrender of this Note on the Maturity Date at the office or agency of the Company maintained for that purpose in the City of New York, the City of London or the City of Luxembourg, or such other address as the Company shall from time to time notify the registered Holder of this Note in writing, payment of the principal, premium, if any, and interest due on the Maturity Date will be made in immediately available funds, or if such payment is to be made in the Specified Currency as provided below, by wire transfer to an account maintained by the registered Holder hereof in the country of the Specified Currency specified above (the "Holder's overseas account"), as designated by the registered Holder of this Note by written notice to the Paying and Authenticating Agent (referred to below) at least 16 days prior to the Maturity Date. As more fully provided below, if payment of interest on this Note is made in U.S. dollars, payment of interest on any Interest Payment Date other than the Maturity Date will be made by check mailed to the address of the registered Holder hereof as of the immediately preceding Regular Record Date at such address as shall appear in the Medium-Term Note Register (as defined below), or, if such payment is to be made in the Specified Currency as provided below, by wire transfer to such Holder's overseas account. Notwithstanding the above, any registered Holder receiving payments of interest on this Note in United States dollars (as provided below) and holding the equivalent of U.S. $10,000,000 or more (determined as provided below) in aggregate principal amount of Notes having the same Interest Payment Date will receive payments of interest by the transfer of immediately available funds to such account at a bank as the registered Holder of this Note shall have designated; provided that appropriate wire transfer instructions in writing have been received by the Paying and Authenticating Agent on or before the Regular Record Date preceding such Interest Payment Date; and provided, further, that such bank has appropriate facilities 4 5 therefor. Notwithstanding the above, in any case where wire transfer facilities for the making of any payment shall not be reasonably available to the Paying and Authenticating Agent, or where wire transfer instructions have not been received by the Paying and Authenticating Agent on or before the requisite date, such payment shall be made by check or draft and mailed to the registered Holder hereof entitled thereto at such address as shall appear on the Medium-Term Note Register maintained by the Paying and Authenticating Agent. The Paying and Authenticating Agent has agreed to comply with all Federal income tax information reporting and withholding requirements (including, without limitation, obtaining appropriate certifications and remitting the same to the Company) with respect to payments of interest (including original issue discount) on this Note. This Senior Medium-Term Note, Series B is one of a duly authorized series of Senior Debt Securities (hereinafter called the "Securities") of the Company issued and to be issued under an Indenture dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990 and as further supplemented by a Second Supplemental Indenture, dated as of May 1, 1991 (as supplemented, the "Indenture") between the Company and Bankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Senior Medium-Term Notes, Series B (the "Senior Medium-Term Notes" or the "Notes") and the terms upon which the Senior Medium-Term Notes are, and are to be, authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its corporate trust offices in The City of New York and at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of interest and principal of the Senior Medium-Term Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust offices in The City of New York and in London is the authenticating agent for the Senior Medium-Term Notes (the "Paying and Authenticating Agent"). The Senior Medium-Term Notes may bear different Original Issue Dates, mature at different times, bear interest at different rates, be denominated or be payable in different currencies and vary in such other ways as are provided in the Indenture. This Note is not subject to any sinking fund. The U.S. Dollar equivalent of this Note will be determined by the Paying and Authenticating Agent on the basis of the Market Exchange Rate (as defined below) on the Business Day immediately preceding the Original Issue Date. The term "Market Exchange 5 6 Rate" means the noon buying rate in The City of New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York: provided, however, that, in the case of ECUs (as defined above), the Market Exchange Rate shall be the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities or any successor publication. This Note may be subject to repayment at the option of the Holder on any Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's Optional Repayment Dates are set forth above, this Note may not be so repaid at the option of the Holder hereof prior to the Stated Maturity Date. On any Holder's Optional Repayment Date this Note shall be repayable in whole or in part (provided that any remaining principal amount hereof shall be an Authorized Denomination specified above) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Paying and Authenticating Agent at the principal corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or such other address which the Company shall from time to time notify the Holders of the Senior Medium-Term Notes, not more than 60 nor less than 30 days prior to a Holder's Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. This Note may be redeemed at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (the "Redemption Date"), except as provided in the next succeeding paragraph. If no Initial Redemption Date is set forth above, this Note may not be redeemed at the option of the Company prior to the Stated Maturity Date, except in the event the Company is required to pay any Additional Amounts (as defined below) with respect to the payment of principal and interest on this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part (provided that any remaining principal amount hereof shall be an Authorized Denomination specified above) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given to the Holder not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof 6 7 shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise indicated on the face hereof, this Note will be subject to redemption as a whole but not in part at the option of the Company, at a redemption price equal to the principal amount hereof (or if this Note is an Original Issue Discount Note at the Amortized Face Amount (as defined below)) together with accrued and unpaid interest, if any, to the date fixed for redemption, upon notice as described below, if the Company determines that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, the Company has or will become obligated to pay Additional Amounts (as hereinafter defined) with respect to this Note as described below; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of this Note then due. The Company will make its determination with respect to redemption as soon as practicable after it becomes aware of an event that might give rise to such a determination, such determination to be evidenced by the delivery to the Trustee of an Officer's Certificate with respect thereto. If the Company has elected to redeem this Note, the Trustee will give notice to the Holder hereof within 15 days after the date the Trustee is notified of the Company's election to redeem this Note or make additional payments as described above. Such notice will state the nature of the Company's election, the reasons for and the nature of such determination and the last day by which redemption may be made. The Company will, subject to the limitations and exceptions set forth below, pay to the Holder on behalf of an owner of a beneficial interest (an "Owner") in this Note who is a United States Alien (as hereinafter defined) such additional amounts (the "Additional Amounts") as may be necessary so that every net payment to such Owner of principal and premium, if any, and interest, if any, on this Note, after deduction or withholding for or on account of any present or future tax, assessment of other governmental charge imposed upon such Owner, or by reason of the making of such net or additional payment, by the United States, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note to be then due and payable. However, the Company shall not be required to make any such payment of Additional Amounts for or on account of: 7 8 (1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor or beneficiary of, or possessor of a power over, such Owner, if such Owner is an estate or a trust, or between a member or shareholder of such Owner, if such Owner is a partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, possessor, member or shareholder) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge imposed by reason of such Owner's past or present status (i) as a private foundation or other tax exempt organization or a domestic or foreign personal holding company with respect to the United States, (ii) as a corporation that accumulates earnings to avoid United States income taxes, (iii) as a controlled foreign corporation with respect to the United States, (iv) as the owner, actually or constructively, of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, or (v) as a bank that acquires a Note as an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (4) any tax, assessment or other governmental charge which is payable primarily otherwise than by deduction or withholding from payments on this Note; (5) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or Owner of this Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; 8 9 (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on this Note, if such payment can be made without such withholding by any other Paying Agent of the Company outside the United States; (7) any tax, assessment or other governmental charge that would not have been so imposed but for the Owner being or having been a person within a country with respect to which the United States Treasury Department has determined under Sections 871(h)(5) and 881(c)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), on or before the Original Issue Date specified above that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in Sections 871(h) and 881(c) of the Code; or (8) any combination of items (1), (2), (3), (4), (5), (6) or (7), above; nor shall Additional Amounts be paid to any holder on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the Owner would not have been entitled to payment of the Additional Amount had such beneficiary, settlor, member or Owner been the sole Owner of this Note. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. Except as specifically provided above, the Company will not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Notices to the holders of the Notes with respect to redemption as provided above will be mailed first class mail, postage prepaid, to the holders' addresses listed in the register maintained by the Registrar not more than 60 nor less than 30 days prior to the Redemption Date. If this Note is redeemable at the option of the Company (other than as a result of the Company being obliged to pay Additional Amounts as provided above), the "Redemption Price" 9 10 shall initially be the Initial Redemption Percentage, specified above, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or the Maturity Date, as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. The principal of, and premium, if any and interest on, this Note are payable by the Company in the Specified Currency specified on the face hereof. If the box marked "Presumption Yes" following the term "Conversion into U.S. Dollars" above has been checked, The Chase Manhattan Bank, N.A. or such other person as shall be appointed by the Company (the "Exchange Rate Agent") will convert all payments of principal of, and premium, if any, and interest on, this Note to U.S. dollars unless the Holder hereof elects to receive such payments in the Specified Currency as described below. If the box marked "Presumption No" following the term "Conversion into U.S. Dollars" above has been checked, the Holder of this Note will receive all payments of principal of, and premium, if any and interest on, this Note in the Specified Currency unless the Holder of this Note elects to receive such payments in U.S. dollars as described below. Any U.S. dollar amount to be received by the registered Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the applicable Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive U.S. dollar payments on such date and at which the applicable dealer commits to execute a contract. If such bids are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If the box marked "No" following the term "Conversion into U.S. Dollars" above has been checked, the Holder hereof will receive all payments of principal of, and premium, if any, and interest on, this Note only in the Specified Currency subject to the provisions set forth in the second succeeding paragraph below, 10 11 and the Holder hereof may not subsequent to the issuance hereof request that future payments of principal hereof, and premium, if any, and interest hereon, be converted to U.S. dollars. Except as otherwise provided herein, if either the box marked "Presumption Yes" or the box marked "Presumption No" is marked above, the Holder hereof may subsequent to the issuance hereof request that future payments of principal hereof, and premium, if any, and interest hereon, be converted, or not be converted, as the case may be, to U.S. dollars by transmitting a written request for such payments to the Paying and Authenticating Agent on or prior to the Regular Record Date or not less than 15 days prior to the applicable Maturity Date. Such request shall include appropriate payment instructions and shall be in writing (mailed or hand delivered) or by cable, telex or facsimile transmission. The Holder of this Note may elect to receive all future payments of principal, premium, if any, any interest in either the Specified Currency set forth above or in U.S. dollars, as specified in the written request, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Paying and Authenticating Agent, but written notice of any such revocation must be received by the Paying and Authenticating Agent on or prior to the Regular Record Date or at least 16 days prior to Maturity. If the Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to this Note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate (as defined above) on the date of such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate as defined above. The Registrar shall maintain the Medium-Term Note Register on its own internal registration record-keeping system. The term "Medium-Term Note Register" shall mean the definitive record in which shall be recorded the names, addresses, addresses for payment and taxpayer identification numbers of Holders of the Notes and details with respect to the issuance, transfer and exchange of Notes as appropriate. The "Amortized Face Amount" of an Original Issue Discount Note shall be the amount equal to (i) the Issue Price set forth above plus (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at the Original Yield to Maturity (computed in accordance with generally accepted United States bond yield computation principles) by the date of calculation, as calculated by the 11 12 Paying and Authenticating Agent, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount. If an Event of Default with respect to the Senior Medium-Term Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount (or Amortized Face Amount, in the case of Original Issue Discount Notes) of the Outstanding Senior Medium-Term Notes may declare the principal (or Amortized Face Amount, in the case of Original Issue Discount Notes) of all the Senior Medium-Term Notes due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, currency unit or composite currency, prescribed herein and in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Note, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York 12 13 or at its offices located at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, and this Note duly executed by the Holder hereof or by such Holder's attorney duly authorized in writing and thereupon one or more new Senior Medium-Term Notes, of Authorized Denominations specified above and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Medium-Term Notes are issuable only in registered form without coupons in the Authorized Denominations specified above. As provided in the Indenture, and subject to certain limitations therein set forth, the Senior Medium-Term Notes are exchangeable for a like aggregate principal amount of Senior Medium-Term Notes in such Authorized Denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Senior Medium-Term Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. 13 14 All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. References in this Note to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References in this Note to the "Specified Currency" are to the Specified Currency specified above. Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent or the Trustee under the Indenture by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon. THE CHASE MANHATTAN CORPORATION By: __________________________ (SEAL) By: __________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Bankers Trust Company, or Bankers Trust Company, as Trustee as Trustee By: The Chase Manhattan Bank, N.A., as Authenticating Agent By:___________________ By:____________________ Authorized Officer Authorized Officer 14 15 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at _________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, this Note must be received at a corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or at such other place or places of which the Company shall from time to time notify the Holder of this Note in writing, not more than 60 nor less than 30 days prior to the Holder's Optional Repayment Date, if any, shown on the face of this Note, with this "Option to Elect Repayment" form duly completed. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which when subtracted from the principal amount of this Note, shall equal an Authorized Denomination) which the Holder elects to have repaid and specify the denomination or denominations of the Senior Medium-Term Notes (which shall be Authorized Denominations) to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ____________________ ____________________________________ NOTICE: The signature on this Date _________________ Option to Elect Repayment must correspond with the name as written upon this Note in every particular, without alteration or enlargement or any change whatever. 15 16 ABBREVIATIONS The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM--as tenants in common UNIF GIFT MIN ACT--.............Custodian............ (Minor) Under Uniform Gifts to Minors Act ................................. (State) TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 16 17 _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee: _____________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________________________________________ ______________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________ _______________________________ Signature Guaranteed: _______________________________ _______________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever. 17 EX-4.19 18 FORM OF SUBOR. MED. TERM NOTE, SERIES B (FIXED) 1 EXHIBIT 4.19 IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN: CUSIP: REGISTERED REGISTERED No.FXR $ THE CHASE MANHATTAN CORPORATION SUBORDINATED MEDIUM-TERM NOTE, SERIES B (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: ____________________ ________% __________________ INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: PERCENTAGE: PERCENTAGE REDUCTION: ____________________ __________________ __________________
2 HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO REPAYMENT DATE(S): MATURITY: __________________ ___________________ _________________ INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION: PERIOD OID: STOCK EXCHANGE: __________________ Yes / / No / / Yes / / No / / ISSUE PRICE: OTHER PROVISIONS: ________________ _____________________
The Chase Manhattan Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to , , or registered assigns, the principal sum of DOLLARS on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, semiannually on __________ and __________ (each an "Interest Payment Date") in each year commencing on the first Interest Payment Date next succeeding the Original Issue Date specified above, unless the Original Issue Date occurs between a Regular Record Date, as defined below, and the next succeeding Interest Payment Date, in which case commencing on the second Interest Payment Date succeeding the Original Issue Date, to the registered holder of this Note on the Regular Record Date with respect to such Interest Payment Date, and on the Stated Maturity Date shown above (or any Redemption Date as defined below or any Holder's Optional Repayment Date with respect to which such option has been exercised, each such Stated Maturity Date, Redemption Date and Holder's Optional Repayment Date being herein referred to as a "Maturity Date" with respect to the principal payable on such date). Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Original Issue Date specified above until the principal hereof has been paid or duly made available for payment. If the Maturity Date or an Interest Payment Date falls on a day which is not a Business Day as defined below, principal, premium, if any, or interest payable with respect to such Maturity Date or Interest Payment Date will be paid on the next succeeding Business 2 3 Day with the same force and effect as if made on such Maturity Date or Interest Payment Date, as the case may be, and no interest on such payment shall accrue for the period from and after such Maturity Date or Interest Payment Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, however, that interest payable on any Maturity Date will be payable to the Person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Paying and Authenticating Agent (referred to below), notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture (referred to below). As used herein, "Business Day" means any day other than a Saturday, Sunday, legal holiday or other day on which banks in The City of New York are required or authorized by law or executive order to close. Payment of the principal of, premium, if any, and interest due on this Note will be made in immediately available funds at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York or at its offices located at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on any Interest Payment Date other than the Maturity Date may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. A Holder of not less than $10,000,000 aggregate principal amount of the Subordinated Medium-Term Notes, defined below, may by written notice to the Paying and Authenticating Agent (referred to below) at its principal corporate trust office in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such other address as the 3 4 Company shall give notice in writing) on or before the Regular Record Date preceding an Interest Payment Date, arrange to have the interest payable on all Subordinated Medium-Term Notes held by such Holder on such Interest Payment Date, and all subsequent Interest Payment Dates until written notice to the contrary is given to the Paying and Authenticating Agent, made by wire transfer of immediately available funds to a designated account maintained at a bank in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or other bank consented to by the Company) as the Holder of such Medium-Term Notes shall have designated; provided that such bank has appropriate facilities therefor. This Subordinated Medium-Term Note, Series B is one of a duly authorized series of Subordinated Debt Securities (hereinafter called the "Securities") of the Company issued and to be issued under an Indenture dated as of May 1, 1987, as supplemented by a First Supplemental Indenture, dated as of May 1, 1991, a Second Supplemental Indenture, dated as of October 1, 1992, and a Third Supplemental Indenture, dated as of September 1, 1993, all as restated in an Amended and Restated Indenture, dated as of September 1, 1993 (as so amended and supplemented, the "Indenture"), between the Company and Chemical Bank as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Subordinated Medium-Term Notes, Series B (the "Subordinated Medium-Term Notes" or the "Notes") and the terms upon which the Subordinated Medium-Term Notes are, and are to be, authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its corporate trust offices in The City of New York and at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of interest and principal of the Subordinated Medium-Term Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust offices in The City of New York and in London is the authenticating agent for the Subordinated Medium-Term Notes (the "Paying and Authenticating Agent"). The Subordinated Medium-Term Notes may bear different Original Issue Dates, mature at different times, bear interest at different rates and vary in such other ways as are provided in the Indenture. This Note is not subject to any sinking fund. This Note may be subject to repayment at the option of the Holder on any Holder's Optional Repayment Date(s), if any, 4 5 indicated above. If no Holder's Optional Repayment Dates are set forth above, this Note may not be so repaid at the option of the Holder hereof prior to the Stated Maturity Date. On any Holder's Optional Repayment Date this Note shall be repayable in whole or in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Paying and Authenticating Agent at the principal corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or such other address which the Company shall from time to time notify the Holders of the Subordinated Medium-Term Notes, not more than 60 nor less than 30 days prior to an Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. This Note may be redeemed at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (the "Redemption Date"), except as provided in the next succeeding paragraph. If no Initial Redemption Date is set forth above, this Note may not be redeemed at the option of the Company prior to the Stated Maturity Date, except in the event the Company is required to pay any Additional Amounts (as defined below) with respect to the payment of principal and interest on this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given to the Holder not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise indicated on the face hereof, this Note will be subject to redemption as a whole but not in part at the option of the Company, at a redemption price equal to the principal amount hereof (or if this Note is an Original Issue Discount Note at the Amortized Face Amount(as defined below)) together with accrued and unpaid interest, if any, to the date fixed for redemption, upon notice as described below, if the Company determines that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the 5 6 United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, the Company has or will become obligated to pay Additional Amounts (as hereinafter defined) with respect to this Note as described below; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of this Note then due. The Company will make its determination with respect to redemption as soon as practicable after it becomes aware of an event that might give rise to such a determination, such determination to be evidenced by the delivery to the Trustee of an Officer's Certificate with respect thereto. If the Company has elected to redeem this Note, the Trustee will give notice to the Holder hereof within 15 days after the date the Trustee is notified of the Company's election to redeem this Note or make additional payments as described above. Such notice will state the nature of the Company's election, the reasons for and the nature of such determination and the last day by which redemption may be made. The Company will, subject to the limitations and exceptions set forth below, pay to the Holder on behalf of an owner of a beneficial interest (an "Owner") in this Note who is a United States Alien (as hereinafter defined) such additional amounts (the "Additional Amounts") as may be necessary so that every net payment to such Owner of principal and premium, if any, and interest, if any, on this Note, after deduction or withholding for or on account of any present or future tax, assessment of other governmental charge imposed upon such Owner, or by reason of the making of such net or additional payment, by the United States, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note to be then due and payable. However, the Company shall not be required to make any such payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor or beneficiary of, or possessor of a power over, such Owner, if such Owner is an estate or a trust, or between a member or shareholder of such Owner, if such Owner is a partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, possessor, member or shareholder) being or having been a citizen or resident or treated as a resident thereof, or being or having been 6 7 engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge imposed by reason of such Owner's past or present status (i) as a private foundation or other tax exempt organization or a domestic or foreign personal holding company with respect to the United States, (ii) as a corporation that accumulates earnings to avoid United States income taxes, (iii) as a controlled foreign corporation with respect to the United States, (iv) as the owner, actually or constructively, of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, or (v) as a bank that acquires a Note as an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (4) any tax, assessment or other governmental charge which is payable primarily otherwise than by deduction or withholding from payments on this Note; (5) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or Owner of this Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on this Note, if such payment can be made without such withholding by any other Paying Agent of the Company outside the United States; (7) any tax, assessment or other governmental charge that would not have been so imposed but for the Owner being or having been a person within a country with respect to which the United States Treasury Department has determined under Sections 871(h)(5) and 881(c)(5) of the Internal 7 8 Revenue Code of 1986, as amended (the "Code"), on or before the Original Issue Date specified above that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in Sections 871(h) and 881(c) of the Code; or (8) any combination of items (1), (2), (3), (4), (5), (6) or (7), above; nor shall Additional Amounts be paid to any holder on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the Owner would not have been entitled to payment of the Additional Amount had such beneficiary, settlor, member or Owner been the sole Owner of this Note. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. Except as specifically provided above, the Company will not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Notices to the holders of the Notes with respect to redemption as provided above will be mailed first class mail, postage prepaid, to the holders' addresses listed in the register maintained by the Registrar not more than 60 nor less than 30 days prior to the Redemption Date. If this Note is redeemable at the option of the Company (other than as a result of the Company being obliged to pay Additional Amounts as provided above), the "Redemption Price" shall initially be the Initial Redemption Percentage, specified above, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. The "Amortized Face Amount" of an Original Issue Discount Note shall be the amount equal to (i) the Issue Price set forth above plus (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at 8 9 the Original Yield to Maturity (computed in accordance with generally accepted United States bond yield computation principles) by the date of calculation, as calculated by the Paying and Authenticating Agent, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or the Maturity Date, as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. If an Event of Default with respect to the Subordinated Medium-Term Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount (or Amortized Face Amount, in the case of Original Issue Discount Notes) of the Outstanding Subordinated Medium-Term Notes may declare the principal (or Amortized Face Amount, in the case of Original Issue Discount Notes) of all the Subordinated Medium-Term Notes due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, currency unit or composite currency, prescribed herein and in the Indenture. 9 10 The payment of the principal of, premium, if any, and interest on the Subordinated Medium-Term Notes is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness as defined in the Indenture, and this Note is issued subject to such provisions and each holder of this Note, by accepting the same, agrees to and shall be bound by such provisions, and authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and appoints the Trustee his attorney-in-fact for such purpose. The Company shall not make any payment of the principal of, premium, if any, or interest on the Subordinated Medium-Term Notes (whether at maturity or otherwise) while the Company is in default with respect to any payment of principal of, premium, if any and interest on any Senior Indebtedness or in the event that any nonpayment event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due prior to the date on which it would otherwise have become due and payable. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York or at its offices located at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, and this Note duly executed by the Holder hereof or by such Holder's attorney duly authorized in writing and thereupon one or more new Subordinated Medium-Term Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Subordinated Medium-Term Notes are issuable only in registered form without coupons in minimum denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Subordinated Medium-Term Notes are exchangeable for a like aggregate principal amount of Subordinated Medium-Term Notes in authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 10 11 Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Subordinated Medium-Term Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent or the Trustee under the Indenture by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 11 12 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon. THE CHASE MANHATTAN CORPORATION By: _____________________ (SEAL) By: _____________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Chemical Bank, as Trustee or Chemical Bank, as Trustee By: The Chase Manhattan Bank, N.A., as Authenticating Agent By:________________________ By:______________________________ Authorized Officer Authorized Officer 12 13 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at ________________________________________ _______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid this Note must be received at a corporate trust office of The Chase Manhattan Bank, N.A., in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or at such other place or places of which the Company shall from time to time notify the Holder of this Note, not more than 60 nor less than 30 days prior to the Holder's Optional Repayment Date, if any, specified above, with this "Option to Elect Repayment" form duly completed. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be in increments of $1,000) which the Holder elects to have repaid and specify the denomination or denominations (each of which shall be $1,000 or an integral multiple of $1,000 in excess of $1,000) of the Subordinated Medium-Term Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ____________________ ____________________________________ NOTICE: The signature on this Date _________________ Option to Elect Repayment must correspond with the name as written upon this Note in every particular, without alteration or enlargement or any change whatever. 13 14 ABBREVIATIONS The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM--as tenants in common UNIF GIFT MIN ACT--.............Custodian............ (Minor) Under Uniform Gifts to Minors Act ................................. (State) TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 14 15 _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee: _____________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________________________________________ ______________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________ _________________________________ Signature Guaranteed: _________________________________ _________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever. 15 EX-4.20 19 FORM OF SUBOR. MED. TERM NOTE, SERIES B (FLOATING) 1 EXHIBIT 4.20 IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN: CUSIP: REGISTERED REGISTERED No. FLR $ THE CHASE MANHATTAN CORPORATION SUBORDINATED MEDIUM-TERM NOTE, SERIES B (Floating Rate) INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE: ____________________ _____________________ ____________________ INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES: ____________________ _____________________ ____________________ SPREAD: INITIAL INTEREST RESET INTEREST RATE RESET DATE: DATES: ____________________ _____________________ _____________________ SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST RATE: ____________________ _____________________ _____________________
2 INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE: PERCENTAGE REDUCTION: ____________________ _____________________ ____________________ HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO REPAYMENT DATE(S): MATURITY: ____________________ _____________________ ____________________ INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: LISTING ON LUXEMBOURG PERIOD OID: STOCK EXCHANGE: ____________________ _____________________ Yes / / No / / ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE: ___________________ Yes / / No / / Reuters / / Telerate / / INDEX CURRENCY: OTHER PROVISIONS: ____________________ ___________________
The Chase Manhattan Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to , or registered assigns, the principal sum of DOLLARS on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate determined in accordance with the provisions set forth below, depending upon the Interest Rate Basis specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest on Interest Payment Dates specified above, commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Stated Maturity Date (or any Redemption Date as defined below or any Holder's Optional Repayment Date with respect to which such option has been exercised, each such Stated Maturity Date, Redemption Date and Holder's Optional Repayment Date being hereinafter referred to as a "Maturity Date" with respect to the principal repayable on such date); provided, however, that if the Original Issue Date occurs between a Regular Record Date, as defined below, and the next 2 3 succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date, to the registered holder of this Note on the Regular Record Date with respect to such Interest Payment Date; and provided, further, that if an Interest Payment Date (other than an Interest Payment Date that occurs on any Maturity Date) would fall on a day that is not a Business Day, as defined below, such Interest Payment Date shall be the next day that is a Business Day, except in the case that the Interest Rate Basis is LIBOR or LIBID, if such next Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the next preceding day that is a Business Day. If any Maturity Date of this Note should fall on a day that is not a Business Day, the payment of interest, principal or premium, if any, due on such date shall be made on the next day that is a Business Day and no additional interest on such amounts shall accrue from such Maturity Date to and including the date on which any such payment is required to be made. Interest payable on this Note on any Interest Payment Date will include interest accrued from the Original Issue Date, or the most recent date for which interest has been paid or duly provided for, to, but excluding, such Interest Payment Date; provided, however, that if the period between Interest Rate Reset Dates with respect to this Note is daily or weekly, interest payable on any Interest Payment Date will include interest accrued to and including the Regular Record Date next preceding such Interest Payment Date, except that interest payable on any Maturity Date will include interest accrued to, but excluding, such Maturity Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the date 15 calendar days prior to an Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"); provided, however, that interest payable on any Maturity Date will be payable to the Person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (referred to below), notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture (referred to below). Payment of the principal of, premium, if any, and interest due on this Note will be made in immediately available funds at the office or agency of the Company maintained for that purpose in 3 4 the Borough of Manhattan, The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on any Interest Payment Date other than the Maturity Date may be made at the option of the Company by check mailed to the address of Person entitled thereto as such address shall appear in the Security Register. A Holder of not less than $10,000,000 aggregate principal amount of the Subordinated Medium-Term Notes having the same Interest Payment Dates may by written notice to the Paying and Authenticating Agent (referred to below) at its principal corporate trust office in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such other address as the Company shall give notice in writing) on or before the Regular Record Date preceding an Interest Payment Date, arrange to have the interest payable on all Subordinated Medium-Term Notes held by such Holder on such Interest Payment Date, and all subsequent Interest Payment Dates until written notice to the contrary is given to the Paying and Authenticating Agent, made by wire transfer of immediately available funds to a designated account maintained at a bank in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or other bank consented to by the Company) as the holder of such Subordinated Medium-Term Notes shall have designated; provided that such bank has appropriate facilities therefor. This Subordinated Medium-Term Note, Series B is one of a duly authorized series of Subordinated Debt Securities (hereinafter called the "Securities") of the Company issued and to be issued under an Indenture dated as of May 1, 1987, as supplemented by a First Supplemental Indenture, dated as of May 1, 1991, a Second Supplemental Indenture, dated as of October 1, 1992, and a Third Supplemental Indenture, dated as of September 1, 1993, all as restated in an Amended and Restated Indenture, dated as of September 1, 1993 (as so amended and supplemented, the "Indenture"), between the Company and Chemical Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Subordinated Medium-Term Notes, Series B (the "Subordinated Medium-Term Notes" or the "Notes") and the terms upon which the Subordinated Medium-Term Notes are, and are to be, authenticated and delivered. The Chase Manhattan Bank, 4 5 N.A., acting through its corporate trust offices in The City of New York and at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of interest and principal of the Subordinated Medium-Term Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust offices in The City of New York and in London is the authenticating agent for the Subordinated Medium-Term Notes (the "Paying and Authenticating Agent"). The Subordinated Medium-Term Notes may bear different Original Issue Dates, mature at different times, bear interest at different rates and vary in such other ways as are provided in the Indenture. This Note is not subject to any sinking fund. This Note may be subject to repayment at the option of the Holder on the Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's Optional Repayment Dates are set forth above, this Note may not be so repaid at the option of the Holder hereof prior to the Stated Maturity Date. On any Holder's Optional Repayment Date, this Note shall be repayable in whole or in part in increments of $1,000 (provided that any remaining principal hereof shall be at least $1,000) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Paying and Authenticating Agent at the principal corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or such other address which the Company shall from time to time notify the Holders of the Subordinated Medium-Term Notes, not more than 60 nor less than 30 days prior to a Holder's Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. This Note may be redeemed at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (the "Redemption Date"), except as provided in the next succeeding paragraph. If no Initial Redemption Date is set forth above, this Note may not be redeemed at the option of the Company prior to the Stated Maturity Date, except in the event the Company is required to pay any Additional Amounts (as defined below) with respect to the payment of principal and interest on this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part in increments of $1,000 (provided that any remaining principal hereof 5 6 shall be at least $1,000) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given to the Holder not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise indicated on the face hereof, this Note will be subject to redemption as a whole but not in part at the option of the Company, at a redemption price equal to the principal amount hereof (or if this Note is an Original Issue Discount Note at the Amortized Face Amount (as defined below)) together with accrued and unpaid interest, if any, to the date fixed for redemption, upon notice as described below, if the Company determines that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, the Company has or will become obligated to pay Additional Amounts (as hereinafter defined) with respect to this Note as described below; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of this Note then due. The Company will make its determination with respect to redemption as soon as practicable after it becomes aware of an event that might give rise to such a determination, such determination to be evidenced by the delivery to the Trustee of an Officer's Certificate with respect thereto. If the Company has elected to redeem this Note, the Trustee will give notice to the Holder hereof within 15 days after the date the Trustee is notified of the Company's election to redeem this Note or make additional payments as described above. Such notice will state the nature of the Company's election, the reasons for and the nature of such determination and the last day by which redemption may be made. The Company will, subject to the limitations and exceptions set forth below, pay to the Holder on behalf of an owner of a beneficial interest (an "Owner") in this Note who is a United States Alien (as hereinafter defined) such additional amounts (the "Additional Amounts") as may be necessary so that every net payment to such Owner of principal and premium, if any, and interest, if any, on this Note, after deduction or withholding for or on account of any present or future tax, assessment of other governmental charge imposed upon such Owner, or by reason of the making of such net or additional payment, by the United States, or 6 7 any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note to be then due and payable. However, the Company shall not be required to make any such payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor or beneficiary of, or possessor of a power over, such Owner, if such Owner is an estate or a trust, or between a member or shareholder of such Owner, if such Owner is a partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, possessor, member or shareholder) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge imposed by reason of such Owner's past or present status (i) as a private foundation or other tax exempt organization or a domestic or foreign personal holding company with respect to the United States, (ii) as a corporation that accumulates earnings to avoid United States income taxes, (iii) as a controlled foreign corporation with respect to the United States, (iv) as the owner, actually or constructively, of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, or (v) as a bank that acquires a Note as an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (4) any tax, assessment or other governmental charge which is payable primarily otherwise than by deduction or withholding from payments on this Note; (5) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, information or other reporting requirements concerning the nationality, residence, identity 7 8 or connection with the United States of the holder or Owner of this Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on this Note, if such payment can be made without such withholding by any other Paying Agent of the Company outside the United States; (7) any tax, assessment or other governmental charge that would not have been so imposed but for the Owner being or having been a person within a country with respect to which the United States Treasury Department has determined under Sections 871(h)(5) and 881(c)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), on or before the Original Issue Date specified above that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in Sections 871(h) and 881(c) of the Code; or (8) any combination of items (1), (2), (3), (4), (5), (6) or (7), above; nor shall Additional Amounts be paid to any holder on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the Owner would not have been entitled to payment of the Additional Amount had such beneficiary, settlor, member or Owner been the sole Owner of this Note. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. Except as specifically provided above, the Company will not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Notices to the holders of the Notes with respect to redemption as provided above will be mailed first class mail, postage prepaid, to the holders' addresses listed in the register 8 9 maintained by the Registrar not more than 60 nor less than 30 days prior to the Redemption Date. If this Note is redeemable at the option of the Company (other than as a result of the Company being obliged to pay Additional Amounts as provided above), the "Redemption Price" shall initially be the Initial Redemption Percentage, specified above, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. Accrued interest hereon shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the day succeeding the last date for which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 or, in the case of Subordinated Medium-Term Notes having the Treasury Rate as their Interest Rate Basis, by the actual number of days in the year. Except as described below, this Note will bear interest at the rate determined by reference to the Interest Rate Basis specified above (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any, specified above. The interest rate in effect on each day shall be (a) if such day is an Interest Rate Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Rate Reset Date or (b) if such day is not an Interest Rate Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Rate Reset Date, provided that (i) the interest rate in effect from the Original Issue Date to the first Interest Rate Reset Date shall be the Initial Interest Rate specified above, and (ii) the interest rate in effect for the ten days immediately prior to the Maturity Date shall be the rate in effect on the tenth day preceding the Maturity Date. If any Interest Rate Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the Interest Rate Basis specified above is LIBID or LIBOR, if such Business Day is in the next succeeding calendar month, such Interest Rate Reset Date shall be the immediately preceding Business Day. The Interest Determination Date with respect to the Certificate of Deposit Rate (the "CD Rate"), Commercial Paper 9 10 Rate, Federal Funds Rate and Prime Rate will be the second Business Day preceding the Interest Reset Date. The Interest Determination Date with respect to LIBID or LIBOR shall be the second London Banking Day (as defined below) preceding an Interest Rate Reset Date. The Interest Determination Date with respect to the Treasury Rate shall be the day of the week in which such Interest Rate Reset Date falls on which Treasury bills normally would be auctioned; provided, however, that if as a result of a legal holiday an auction is held on the Friday of the week preceding the Interest Rate Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Rate Reset Date then the Interest Rate Reset Date shall instead be the first Business Day following such auction. The "Calculation Date" pertaining to any Interest Determination Date shall be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be. All percentages resulting from any calculation on the Subordinated Medium-Term Notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on the Subordinated Medium-Term Notes will be rounded to the nearest cent (with one-half cent being rounded upward). As used herein, "Business Day" means (i) any day other than a Saturday, Sunday, legal holiday or other day on which banks in The City of New York are required or authorized by law or executive order to close or (ii) in the case where the Interest Rate Basis is LIBID or LIBOR, any day other than a Saturday, Sunday, legal holiday or other day on which banks in the City of London are required or authorized by law or executive order to close, or on which dealings in deposits in the Index Currency (as defined below) are not transacted in the London interbank market (a "London Banking Day"). Determination of CD Rate. CD Rate means, with respect to any Interest Determination Date (a "CD Interest Determination Date"), the rate on such day for negotiable certificates of deposit having the Index Maturity specified above as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication ("H.15(519)"), under the heading "Cds (Secondary Market)", or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such CD Interest Determination Date, the CD Rate will be the rate on such CD Interest 10 11 Determination Date for negotiable certificates of deposit of the Index Maturity specified above as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Certificates of Deposit". If such rate is not published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on such CD Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major United States money center banks (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity specified above in denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as set forth above, the CD Rate will be the CD Rate in effect on such CD Interest Determination Date. Determination of Commercial Paper Rate. The Commercial Paper Rate means, with respect to any Interest Determination Date (a "Commercial Paper Interest Determination Date"), the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity specified above as published in H.15(519) under the heading "Commercial Paper". In the event such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Interest Determination Date of the rate for commercial paper having the Index Maturity shown above as published in Composite Quotations under the heading "Commercial Paper". If the rate for a Commercial Paper Interest Determination Date is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, the Commercial Paper Rate for that Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent, after consultation with the Company, and shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on such Commercial Paper Interest Determination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent, after consultation with the Company, on such Commercial Paper Interest Determination Date, for commercial paper of the Index Maturity specified above placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized statistical rating agency; provided, however, that if the dealers selected as aforesaid by the 11 12 Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate with respect to such Commercial Paper Interest Determination Date will be the Commercial Paper Rate then in effect on such Commercial Paper Interest Determination Date. "Money Market Yield" shall be the yield (expressed as a percentage rounded to the nearest one ten-thousandth of a percent, with five one hundred-thousandths of a percent rounded upward) calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 ----------------------- 360 - (D x M) where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the interest period for which interest is being calculated. Determination of Federal Funds Rate. The Federal Funds Rate means, with respect to any Interest Determination Date (a "Federal Funds Rate Interest Determination Date"), the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Federal Funds Rate Interest Determination Date, the Federal Funds Rate will be the rate on such Federal Funds Rate Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Federal Funds Rate Interest Determination Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent (after consultation with the Company) prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent, after consultation with the Company, are not quoting as described above, the Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate then in effect on such Federal Funds Rate Interest Determination Date. Determination of LIBOR. LIBOR means, with respect to any Interest Determination Date relating to a LIBOR Note (a "LIBOR Interest Determination Date"), the rate determined by the Calcula- tion Agent in accordance with the following provisions: 12 13 (i) LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the offered rates (unless the specified Designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated on the face hereof, as of 11:00 A.M. London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on the face hereof, the rate for deposits in the Index Currency having the Index Maturity designated on the face hereof commencing on the second London Banking Day immediately following that LIBOR Interest Determination Date that appears on the Designated LIBOR Page specified on the face hereof as of 11:00 A.M. London time, on that LIBOR Interest Determination Date. If fewer than two offered rates appear, or no rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in clause (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page, as specified in clause (i) above, the Calculation Agent will request that each LIBOR Reference Bank provide such Calculation Agent with its offered quotations for deposits in the Index Currency for the period of the Index Maturity specified on the face hereof to prime banks in the London interbank market as of approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date, such deposits commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center (as defined below), on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center selected by the Calculation Agent, after consultation with the Company, for loans in the Index Currency to major European banks having the Index Maturity specified on the face hereof and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as described above, LIBOR will be LIBOR in effect on such LIBOR Interest Determination Date. 13 14 "Index Currency" means the currency (including composite currencies) specified on the face hereof, if any, as the currency for which LIBOR shall be calculated. If no such currency is specified, the Index Currency shall be U.S. dollars. "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated on the face hereof, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face hereof, the display on the Dow Jones Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR Telerate had been specified. "Principal Financial Center" will generally be the capital city of the country of the specified Index Currency, except that with respect to U.S. dollars, Deutsche marks, and ECUs, the Principal Financial Center shall be The City of New York, Frankfurt, and Luxembourg, respectively. Determination of LIBID. LIBID means, with respect to any Interest Rate Determination Date relating to a LIBID Note (a "LIBID Interest Determination Date"), the rate determined by the Calculation Agent in accordance with the following provisions: (i) LIBID will be determined on the basis of the bid rates quoted to prime banks in the London interbank market at approxi- mately 11:00 A.M., London time, for deposits in U.S. dollars of not less than U.S. $1 million for the period of the Index Maturity specified above commencing on the second London Banking Day immediately following such LIBID Interest Determination Date, by the London offices of four major banks in the London interbank market named on the Reuters Screen LIBO Page and selected by the Calculation Agent, after consultation with the Company (the "LIBID Reference Banks"), on the LIBID Interest Determination Date. If at least two such quotations appear on the Reuters Screen LIBO Page, LIBID for such LIBID Interest Determination Date will be the arithmetic mean of such quotations as determined by the Calcula- tion Agent. If fewer than two quotations are provided, LIBID for such LIBID Interest Determination Date will be determined as if the parties had specified the rate described in (ii) below. As used herein, "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service) for the purpose of displaying London interbank bid rates of major banks. 14 15 (ii) With respect to a LIBID Interest Determination Date on which fewer than two such quotations appear, the Calculation Agent will request that each LIBID Reference Bank provide the Calcula- tion Agent with a quotation of the bid rate quoted to such bank by the head offices of major banks in The City of New York for deposits in U.S. dollars for the period of the Index Maturity at approximately 11:00 A.M., London time, on such LIBID Interest Determination Date and in a principal amount equal to an amount of not less than U.S. $1 million that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBID for such LIBID Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBID for such LIBID Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in The City of New York selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 A.M., New York City time, on such LIBID Interest Determination Date for loans in U.S. dollars to leading European banks, having the Index Maturity designated above and in a principal amount equal to an amount of not less than U.S. $1 million that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBID for such LIBID Interest Determination Date will be LIBID in effect on such LIBID Interest Determination Date. Determination of Prime Rate. Prime Rate means, with respect to any Interest Determination Date (a "Prime Rate Interest Determination Date"), the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major money center banks in The City of New York as selected by the Calculation Agent (after consultation with the Company). If fewer than three such quotations are provided, the Prime Rate shall be calculated by the Calculation Agent and shall be determined as the arithmetic mean on the basis of the prime rates quoted in The City of New York on such date by three substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent (after consultation with the Company); provided, however, that if the banks or trust companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate then in effect on such Prime Rate Interest Determination Date. 15 16 Determination of Treasury Rate. Treasury Rate means, with respect to any Interest Determination Date (a "Treasury Interest Determination Date"), the rate applicable to the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified above, as such rate is published in H.15(519) under the heading "Treasury Bills -- auction average (investment)" or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Interest Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified above are not reported as provided by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week, then the Treasury Rate shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of ap- proximately 3:30 P.M., New York City time, on such Treasury Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent (after consultation with the Company), for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, Treasury Rate with respect to such Treasury Rate Interest Determination Date will be the Treasury Rate then in effect on such Treasury Rate Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will become ef- fective as of the next Interest Reset Date. The "Amortized Face Amount" of an Original Issue Discount Note shall be the amount equal to (i) the Issue Price set forth above plus (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at 16 17 the Original Yield to Maturity (computed in accordance with generally accepted United States bond yield computation principles) by the date of calculation, as calculated by the Paying and Authenticating Agent, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount. If an Event of Default with respect to the Subordinated Medium-Term Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount (or Amortized Face Amount, in the case of Original Issue Discount Notes) of the Outstanding Subordinated Medium-Term Notes may declare the principal (or Amortized Face Amount, in the case of Original Issue Discount Notes) of all the Subordinated Medium-Term Notes due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, currency unit or composite currency, prescribed herein and in the Indenture. The payment of the principal of, premium, if any, and interest on the Subordinated Medium-Term Notes is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness as defined in the Indenture, and this Note is issued subject to such provisions and each holder of this Note, by accepting the same, 17 18 agrees to and shall be bound by such provisions, and authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and appoints the Trustee his attorney-in-fact for such purpose. The Company shall not make any payment of the principal of, premium, if any, or interest on the Subordinated Medium-Term Notes (whether at maturity or otherwise) while the Company is in default with respect to any payment of principal of, premium, if any, and interest on any Senior Indebtedness or in the event that any nonpayment event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due prior to the date on which it would otherwise have become due and payable. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, and this Note duly executed by the Holder hereof or by such Holder's attorney duly authorized in writing and thereupon one or more new Subordinated Medium-Term Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Subordinated Medium-Term Notes are issuable only in registered form without coupons in minimum denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Subordinated Medium-Term Notes are exchangeable for a like aggregate principal amount of Subordinated Medium-Term Notes in authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not 18 19 this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Subordinated Medium-Term Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent or the Trustee under the Indenture by the manual signature of one if its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 19 20 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon. THE CHASE MANHATTAN CORPORATION By: ___________________ (SEAL) By: ___________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chemical Bank, as Trustee or Chemical Bank, as Trustee By: The Chase Manhattan Bank, N.A., as Authenticating Agent By:______________________ By:________________________ Authorized Officer Authorized Officer 20 21 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at ________________________________________ _______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, this Note must be received at a corporate trust office of The Chase Manhattan Bank, N.A., in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or at such other place or places which the Company shall from time to time notify the Holder of this Note, not more than 60 nor less than 30 days prior to the Holder's Optional Repayment Date, if any, specified above, with this "Option to Elect Repayment" form duly completed. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be in increments of $1,000) which the Holder elects to have repaid and specify the denomination or denominations (each of which shall be $1,000 or an integral multiple of $1,000 in excess of $1,000) of the Subordinated Medium-Term Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ____________________ ____________________________________ NOTICE: The signature on this Date _________________ Option to Elect Repayment must correspond with the name as written upon this Note in every particular, without alteration or enlargement or any change whatever. 21 22 ABBREVIATIONS The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM--as tenants in common UNIF GIFT MIN ACT--.............Custodian............ (Minor) Under Uniform Gifts to Minors Act ................................. (State) TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 22 23 _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee: _____________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________________________________________ ______________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________ ___________________________________ Signature Guaranteed: ___________________________________ ___________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever. 23 EX-4.21 20 FORM OF SUBOR. MED. TERM NOTE, SERIES B (FOREIGN) 1 EXHIBIT 4.21 IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN: CUSIP: REGISTERED PRINCIPAL AMOUNT: No.FC THE CHASE MANHATTAN CORPORATION SUBORDINATED MEDIUM-TERM NOTE, SERIES B (Foreign Currency) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: ____________________ ________% __________________ INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION DATE: PERCENTAGE: PERCENTAGE REDUCTION: ____________________ ________________ __________________
2 SPECIFIED CURRENCY: INTEREST PAYMENT INTEREST PAYMENT DATES: PERIOD: ____________________ __________________ __________________ HOLDER'S OPTIONAL REPAYMENT DATE(S): TOTAL AMOUNT OF OID: ORIGINAL YIELD TO MATURITY: __________________ ____________________ _________________ INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG PERIOD OID: STOCK EXCHANGE: TAX REDEMPTION: __________________ Yes / / No / / Yes / / No / / ISSUE PRICE: OTHER PROVISIONS: __________________ _____________________
AUTHORIZED DENOMINATIONS: _________ and integral multiples of _____________ in excess thereof. PAYMENTS CONVERTED INTO U.S. DOLLARS: PRESUMPTION YES / / PRESUMPTION NO / / The Chase Manhattan Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to , , or registered assigns, the principal sum of on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The Company will pay interest monthly, semi-annually or annually as specified above under "Interest Payment Period", on each Interest Payment Date specified above, commencing on the first Interest Payment Date next succeeding the Original Issue Date specified above, unless the Original Issue Date occurs between a Regular Record Date, as defined below, and the next succeeding Interest Payment Date, in which case commencing on the second Interest Payment Date succeeding the Original Issue Date, to the registered holder of this Note on the Regular Record Date with respect to such Interest Payment Date, and on the Stated Maturity - 2 - 3 Date shown above (or any Redemption Date as defined below or any Holder's Optional Repayment Date with respect to which such option has been exercised, each such Stated Maturity Date, Redemption Date and Holder's Optional Repayment Date being herein referred to as a "Maturity Date" with respect to the principal payable on such date). Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Original Issue Date specified above until the principal hereof has been paid or duly made available for payment. If the Maturity Date or an Interest Payment Date falls on a day which is not a Business Day as defined below, principal, premium, if any, or interest payable with respect to such Maturity Date or Interest Payment Date will be paid on the next succeeding Business Day with the same force and effect as if made on such Maturity Date or Interest Payment Date, as the case may be, and no interest on such payment shall accrue for the period from and after such Maturity Date or Interest Payment Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Paying and Authenticating Agent (referred to below), notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture (referred to below). As used herein, "Business Day" means any day other than a Saturday or Sunday that meets each of the following applicable requirements: the day is (a) not a day on which banking institutions are authorized or required by law or regulation to be closed in The City of New York, (b) not a day on which banking institutions are authorized or required by law or regulation to be closed in the Principal Financial Center (as defined below) of the country of the Specified Currency (or if the Specified Currency of this Note is the European Currency Unit ("ECU"), the Principal Financial Center of each country that issues a component currency of the ECU), (c) a day on which banking institutions in such Principal Financial Center are carrying out transactions in such Specified Currency and (d) if the Specified Currency of this Note is ECU, a day that is an "ECU - 3 - 4 Settlement Day". An "ECU Settlement Day" means any day that (a) is not either (i) a Saturday or a Sunday or (ii) a day which appears as an ECU Non-Settlement Day on the display designated as page "ISDE" on the Reuters Monitor Money Rates Service (or a day so designated by the ECU Banking Association, if ECU Non-Settlement Days do not appear on that page) and, if ECU Non-Settlement Days do not appear on that page (and are not so designated), a day on which payments in ECU cannot be settled in the international interbank market and (b) is a day on which payments in ECU can be settled by commercial banks and in foreign exchange markets in the place in which the relevant account for payment is located. "Principal Financial Center" means the capital city of the country of the Specified Currency designated on the face hereof, except that if the Specified Currency is the U.S. dollar, the Deutsche mark or the ECU, the Principal Financial Center shall be The City of New York, Frankfurt or Luxembourg, respectively. Upon presentation and surrender of this Note on the Maturity Date at the office or agency of the Company maintained for that purpose in the City of New York, the City of London or the City of Luxembourg, or such other address as the Company shall from time to time notify the registered Holder of this Note in writing, payment of the principal, premium, if any, and interest due on the Maturity Date will be made in immediately available funds, or if such payment is to be made in the Specified Currency as provided below, by wire transfer to an account maintained by the registered Holder hereof in the country of the Specified Currency specified above (the "Holder's overseas account"), as designated by the registered Holder of this Note by written notice to the Paying and Authenticating Agent (referred to below) at least 16 days prior to the Maturity Date. As more fully provided below, if payment of interest on this Note is made in U.S. dollars, payment of interest on any Interest Payment Date other than the Maturity Date will be made by check mailed to the address of the registered Holder hereof as of the immediately preceding Regular Record Date at such address as shall appear in the Medium-Term Note Register (as defined below), or, if such payment is to be made in the Specified Currency as provided below, by wire transfer to such Holder's overseas account. Notwithstanding the above, any registered Holder receiving payments of interest on this Note in United States dollars (as provided below) and holding the equivalent of U.S. $10,000,000 or more (determined as provided below) in aggregate principal amount of Notes having the same Interest Payment Date will receive payments of interest by the transfer of immediately available funds to such account at a bank as the registered Holder of this Note shall have designated; provided that appropriate wire transfer instructions in writing have been received by the Paying and Authenticating Agent on or before the Regular Record Date preceding such Interest Payment Date; and provided, further, that such bank has appropriate facilities - 4 - 5 therefor. Notwithstanding the above, in any case where wire transfer facilities for the making of any payment shall not be reasonably available to the Paying and Authenticating Agent, or where wire transfer instructions have not been received by the Paying and Authenticating Agent on or before the requisite date, such payment shall be made by check or draft and mailed to the registered Holder hereof entitled thereto at such address as shall appear on the Medium-Term Note Register maintained by the Paying and Authenticating Agent. The Paying and Authenticating Agent has agreed to comply with all Federal income tax information reporting and withholding requirements (including, without limitation, obtaining appropriate certifications and remitting the same to the Company) with respect to payments of interest (including original issue discount) on this Note. This Subordinated Medium-Term Note, Series B is one of a duly authorized series of Subordinated Debt Securities (hereinafter called the "Securities") of the Company issued and to be issued under an Amended and Restated Indenture dated as of September 1, 1993 (the "Indenture") between the Company and Chemical Bank as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Subordinated Medium-Term Notes, Series B (the "Subordinated Medium-Term Notes" or the "Notes") and the terms upon which the Subordinated Medium-Term Notes are, and are to be, authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its corporate trust offices in The City of New York and at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of interest and principal of the Subordinated Medium-Term Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust offices in The City of New York and in London is the authenticating agent for the Subordinated Medium-Term Notes (the "Paying and Authenticating Agent"). The Subordinated Medium-Term Notes may bear different Original Issue Dates, mature at different times, bear interest at different rates, be denominated or be payable in different currencies and vary in such other ways as are provided in the Indenture. This Note is not subject to any sinking fund. The U.S. Dollar equivalent of this Note will be determined by the Paying and Authenticating Agent on the basis of the Market Exchange Rate (as defined below) on the Business Day immediately preceding the Original Issue Date. The term "Market Exchange Rate" means the noon buying rate in The City of New York for cable transfers in foreign currencies as certified for customs purposes by - 5 - 6 the Federal Reserve Bank of New York: provided, however, that, in the case of ECUs (as defined above), the Market Exchange Rate shall be the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities or any successor publication. This Note may be subject to repayment at the option of the Holder on any Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's Optional Repayment Dates are set forth above, this Note may not be so repaid at the option of the Holder hereof prior to the Stated Maturity Date. On any Holder's Optional Repayment Date this Note shall be repayable in whole or in part (provided that any remaining principal amount hereof shall be an Authorized Denomination specified above) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment. For this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled "Option to Elect Repayment" below duly completed, by the Paying and Authenticating Agent at the principal corporate trust office of The Chase Manhattan Bank, N.A. in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or such other address which the Company shall from time to time notify the Holders of the Subordinated Medium-Term Notes, not more than 60 nor less than 30 days prior to a Holder's Optional Repayment Date. Exercise of such repayment option by the Holder hereof shall be irrevocable. This Note may be redeemed at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (the "Redemption Date"), except as provided in the next succeeding paragraph. If no Initial Redemption Date is set forth above, this Note may not be redeemed at the option of the Company prior to the Stated Maturity Date, except in the event the Company is required to pay any Additional Amounts (as defined below) with respect to the payment of principal and interest on this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part (provided that any remaining principal amount hereof shall be an Authorized Denomination specified above) at the option of the Company at the applicable Redemption Price (as defined below) together with interest thereon payable to the Redemption Date, on notice given to the Holder not more than 60 nor less than 30 days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise indicated on the face hereof, this Note will be subject to redemption as a whole but not in part at the option of - 6 - 7 the Company, at a redemption price equal to the principal amount hereof (or if this Note is an Original Issue Discount Note at the Amortized Face Amount (as defined below)) together with accrued and unpaid interest, if any, to the date fixed for redemption, upon notice as described below, if the Company determines that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, the Company has or will become obligated to pay Additional Amounts (as hereinafter defined) with respect to this Note as described below; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of this Note then due. The Company will make its determination with respect to redemption as soon as practicable after it becomes aware of an event that might give rise to such a determination, such determination to be evidenced by the delivery to the Trustee of an Officer's Certificate with respect thereto. If the Company has elected to redeem this Note, the Trustee will give notice to the Holder hereof within 15 days after the date the Trustee is notified of the Company's election to redeem this Note or make additional payments as described above. Such notice will state the nature of the Company's election, the reasons for and the nature of such determination and the last day by which redemption may be made. The Company will, subject to the limitations and exceptions set forth below, pay to the Holder on behalf of an owner of a beneficial interest (an "Owner") in this Note who is a United States Alien (as hereinafter defined) such additional amounts (the "Additional Amounts") as may be necessary so that every net payment to such Owner of principal and premium, if any, and interest, if any, on this Note, after deduction or withholding for or on account of any present or future tax, assessment of other governmental charge imposed upon such Owner, or by reason of the making of such net or additional payment, by the United States, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note to be then due and payable. However, the Company shall not be required to make any such payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor or beneficiary of, or possessor of a power over, such Owner, if such Owner is an estate or a trust, or between a member or shareholder of such Owner, if such Owner is a partnership or corporation) and the United States, including, - 7 - 8 without limitation, such Owner (or such fiduciary, settlor, beneficiary, possessor, member or shareholder) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge imposed by reason of such Owner's past or present status (i) as a private foundation or other tax exempt organization or a domestic or foreign personal holding company with respect to the United States, (ii) as a corporation that accumulates earnings to avoid United States income taxes, (iii) as a controlled foreign corporation with respect to the United States, (iv) as the owner, actually or constructively, of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, or (v) as a bank that acquires a Note as an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (4) any tax, assessment or other governmental charge which is payable primarily otherwise than by deduction or withholding from payments on this Note; (5) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or Owner of this Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on this Note, if such payment can be made without such withholding by any other Paying Agent of the Company outside the United States; (7) any tax, assessment or other governmental charge that would not have been so imposed but for the Owner being or - 8 - 9 having been a person within a country with respect to which the United States Treasury Department has determined under Sections 871(h)(5) and 881(c)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), on or before the Original Issue Date specified above that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in Sections 871(h) and 881(c) of the Code; or (8) any combination of items (1), (2), (3), (4), (5), (6) or (7), above; nor shall Additional Amounts be paid to any holder on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the Owner would not have been entitled to payment of the Additional Amount had such beneficiary, settlor, member or Owner been the sole Owner of this Note. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. Except as specifically provided above, the Company will not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Notices to the holders of the Notes with respect to redemption as provided above will be mailed first class mail, postage prepaid, to the holders' addresses listed in the register maintained by the Registrar not more than 60 nor less than 30 days prior to the Redemption Date. If this Note is redeemable at the option of the Company (other than as a result of the Company being obliged to pay Additional Amounts as provided above), the "Redemption Price" shall initially be the Initial Redemption Percentage, specified above, of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or the Maturity Date, as the case may be. Interest payments for this Note will be computed and - 9 - 10 paid on the basis of a 360-day year of twelve 30-day months. The principal of, and premium, if any and interest on, this Note are payable by the Company in the Specified Currency specified on the face hereof. If the box marked "Presumption Yes" following the term "Conversion into U.S. Dollars" above has been checked, The Chase Manhattan Bank, N.A. or such other person as shall be appointed by the Company (the "Exchange Rate Agent") will convert all payments of principal of, and premium, if any, and interest on, this Note to U.S. dollars unless the Holder hereof elects to receive such payments in the Specified Currency as described below. If the box marked "Presumption No" following the term "Conversion into U.S. Dollars" above has been checked, the Holder of this Note will receive all payments of principal of, and premium, if any and interest on, this Note in the Specified Currency unless the Holder of this Note elects to receive such payments in U.S. dollars as described below. Any U.S. dollar amount to be received by the registered Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the applicable Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes scheduled to receive U.S. dollar payments on such date and at which the applicable dealer commits to execute a contract. If such bids are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If the box marked "No" following the term "Conversion into U.S. Dollars" above has been checked, the Holder hereof will receive all payments of principal of, and premium, if any, and interest on, this Note only in the Specified Currency subject to the provisions set forth in the second succeeding paragraph below, and the Holder hereof may not subsequent to the issuance hereof request that future payments of principal hereof, and premium, if any, and interest hereon, be converted to U.S. dollars. Except as otherwise provided herein, if either the box marked "Presumption Yes" or the box marked "Presumption No" is marked above, the Holder hereof may subsequent to the issuance hereof request that future payments of principal hereof, and premium, if any, and interest hereon, be converted, or not be converted, as the case may be, to U.S. dollars by transmitting a written request for such payments to the Paying and Authenticating Agent on or prior to - 10 - 11 the Regular Record Date or not less than 15 days prior to the applicable Maturity Date. Such request shall include appropriate payment instructions and shall be in writing (mailed or hand delivered) or by cable, telex or facsimile transmission. The Holder of this Note may elect to receive all future payments of principal, premium, if any, any interest in either the Specified Currency set forth above or in U.S. dollars, as specified in the written request, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Paying and Authenticating Agent, but written notice of any such revocation must be received by the Paying and Authenticating Agent on or prior to the Regular Record Date or at least 16 days prior to Maturity. If the Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to this Note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate (as defined above) on the date of such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate as defined above. The Registrar shall maintain the Medium-Term Note Register on its own internal registration record-keeping system. The term "Medium-Term Note Register" shall mean the definitive record in which shall be recorded the names, addresses, addresses for payment and taxpayer identification numbers of Holders of the Notes and details with respect to the issuance, transfer and exchange of Notes as appropriate. The "Amortized Face Amount" of an Original Issue Discount Note shall be the amount equal to (i) the Issue Price set forth above plus (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at the Original Yield to Maturity (computed in accordance with generally accepted United States bond yield computation principles) by the date of calculation, as calculated by the Paying and Authenticating Agent, but in no event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal amount. If an Event of Default with respect to the Subordinated Medium-Term Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount (or Amortized Face Amount, in the case of Original Issue Discount Notes) of the Outstanding Subordinated Medium-Term Notes may declare the principal (or Amortized Face Amount, in the case of Original Issue Discount Notes) of all the Subordinated Medium-Term Notes due and payable in the manner and with the effect provided in the Indenture. - 11 - 12 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, currency unit or composite currency, prescribed herein and in the Indenture. The payment of the principal of, premium, if any, and interest on the Subordinated Medium-Term Notes is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness as defined in the Indenture, and this Note is issued subject to such provisions and each holder of this Note, by accepting the same, agrees to and shall be bound by such provisions, and authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and appoints the Trustee his attorney-in-fact for such purpose. The Company shall not make any payment of the principal of, premium, if any, or interest on the Subordinated Medium-Term Notes (whether at maturity or otherwise) while the Company is in default with respect to any payment of principal of, premium, if any and interest on any Senior Indebtedness or in the event that any nonpayment event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due prior to the date on which it would otherwise have become due and payable. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of - 12 - 13 the Company in the Borough of Manhattan, The City of New York or at its offices located at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, and this Note duly executed by the Holder hereof or by such Holder's attorney duly authorized in writing and thereupon one or more new Subordinated Medium-Term Notes, of Authorized Denominations specified above and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Subordinated Medium-Term Notes are issuable only in registered form without coupons in the Authorized Denominations specified above. As provided in the Indenture, and subject to certain limitations therein set forth, the Subordinated Medium-Term Notes are exchangeable for a like aggregate principal amount of Subordinated Medium-Term Notes in such Authorized Denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Indenture and the Subordinated Medium-Term Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. All terms used in this Note which are defined in the Indenture - 13 - 14 shall have the meanings assigned to them in the Indenture. References in this Note to "U.S. dollars" or "U.S.$" are to the currency of the United States of America. References in this Note to the "Specified Currency" are to the Specified Currency specified above. Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent or the Trustee under the Indenture by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon. THE CHASE MANHATTAN CORPORATION By: _____________________ (SEAL) By: _____________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Chemical Bank, as Trustee or Chemical Bank, as Trustee By: The Chase Manhattan Bank, N.A., as Authenticating Agent By:______________________ By:_______________________________ Authorized Officer Authorized Officer - 14 - 15 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to the principal amount hereof together with interest to the repayment date, to the undersigned, at _________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, this Note must be received at a corporate trust office of The Chase Manhattan Bank, N.A., in The City of New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or at such other place or places of which the Company shall from time to time notify the Holders of this Note not more than 60 nor less than 30 days prior to the Holder's Optional Repayment Date, if any, specified above, with this "Option to Elect Repayment" form duly completed. Exercise of such repayment option by the Holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which when subtracted from the principal amount of this Note, shall equal an Authorized Denomination) which the Holder elects to have repaid and specify the denomination or denominations of the Subordinated Medium-Term Notes (which shall be Authorized Denominations) to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ____________________ ____________________________________ NOTICE: The signature on this Date _________________ Option to Elect Repayment must correspond with the name as written upon this Note in every particular, without alteration or enlargement or any change whatever. - 15 - 16 ABBREVIATIONS The following abbreviations, when used in the inscription on this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM--as tenants in common UNIF GIFT MIN ACT--.............Custodian............ (Minor) Under Uniform Gifts to Minors Act ................................. (State) TEN ENT--as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. - 16 - 17 _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee: _____________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________________________________________ ______________________________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________ _______________________________ Signature Guaranteed: _______________________________ _______________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever. - 17 - EX-5 21 OPINION OF ROBERT B. ADAMS 1 EXHIBIT 5 The Chase Manhattan Corporation Robert B. Adams 1 Chase Manhattan Plaza Senior Vice President New York, New York 10081 Deputy General Counsel August 30, 1994 The Chase Manhattan Corporation One Chase Manhattan Plaza New York, New York 10081 Re: Registration Statement on Form S-3 Dear Sirs: I am the Deputy General Counsel of The Chase Manhattan Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Act"), and Rule 415 promulgated thereunder, pursuant to a registration statement on Form S-3 (the "Registration Statement") to which this opinion is being filed as an Exhibit, of certain of its (a) Senior/Subordinated Debt Securities (the "Debt Securities"), (b) Preferred Stock, without par value, (the "Preferred Stock"), (c) Common Stock, par value $2.00 per share, (d) Capital Securities (as such term is defined in the Registration Statement), (e) Junior Participating Preferred Stock Purchase Rights attached to its Common Stock (the "Rights"), (f) warrants to Purchase Debt Securities ("Debt Warrants"), (g) warrants entitling the holders thereof to receive from the Company, upon exercise, the cash value of the right to purchase or to sell a certain amount of one currency or currency unit for a certain amount of a different currency or currency unit, all as shall be designated by the Company at the time of offering ("Currency Warrants"), (h) warrants entitling the holders thereof to receive from the Company, upon exercise, an amount in cash determined by reference to decreases or increases in the level of a specified index (an "Index") which may be based on one or more United States or foreign stocks, bonds or other securities, one or more United States or foreign interest rates, one or more currencies or currency units, or any combination of the foregoing, or determined by reference to the differential between any two Indices, all as shall be designated by the Company at the time of offering ("Index Warrants"), and (i) warrants entitling the holders thereof to receive from the Company, upon exercise, an amount in cash determined by reference to decreases or increases in the yield, closing price or rate of one or more specified debt instruments issued either by the United States government or by a foreign government (the "Debt Instruments"), in the interest rate or interest rate swap established from time to time by one or more specified financial institutions (the "Rates") 2 or in any specified combination of Debt Instruments and/or Rates, all as shall be designated by the Company at the time of offering ("Interest Rate Warrants" and, together with the Debt Warrants, Currency Warrants and Index Warrants, the "Warrants"). The Debt Securities may be convertible into or exchangeable for Preferred Stock, Common Stock or Capital Securities. The Preferred Stock may be convertible into or exchangeable for Common Stock. I or members of the Company's Legal Department have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and instruments relating to the Company as I have deemed relevant and necessary to the opinion hereinafter set forth. In such examination, we have assumed the genuineness and authenticity of all documents examined by us and all signatures thereon, the legal capacity of all persons executing such documents, the conformity to originals of all copies of documents submitted to us and the truth and correctness of any representations and warranties contained therein. Based on the foregoing and having regard to the legal considerations which I deem relevant, I am of the opinion that: 1. When the Debt Securities have been registered under the Act, all actions specified in the Indenture, dated as of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of November 1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991 between the Company and Bankers Trust Company, as Trustee (the "Senior Trustee") and the Amended and Restated Indenture, dated as of September 1, 1993, between the Company and Chemical Bank, as Trustee (the "Subordinated Trustee") for the establishment of each series of Debt Securities and of the terms of each Debt Security of such series have been taken, the Debt Securities have been duly executed and delivered by the Company, authenticated by the Senior Trustee or Subordinated Trustee, as applicable, and issued for value, the Debt Securities will be valid and binding obligations of the Company; 2. When the Preferred Stock (including Preferred Stock issuable upon conversion or exchange for any Debt Security) has been registered under the Act, a Certificate of Designation, Preferences and Rights relating to any series of Preferred Stock has been duly filed in accordance with the General Corporation Law of the State of Delaware, the shares of such series of Preferred Stock have been duly executed and delivered by the Company, in the case of Preferred Stock issuable upon conversion or exchange of Debt Security, upon conversion or exchange of any duly authorized Debt Security in accordance with its terms and provisions, and such Preferred Stock is issued for value, such Preferred Stock (including the Preferred Stock into which any Debt Security is converted or exchanged) when issued and outstanding and duly 2 3 authorized by all corporate action by the Company, will be duly authorized, legally issued and outstanding, fully paid and nonassessable; 3. When the Common Stock and attached Rights issuable upon conversion or exchange for any Debt Security, Preferred Stock (including Preferred Stock issuable upon conversion or exchange for any Debt Security) or Capital Security have been registered under the Act, the issuance, execution and delivery of such Common Stock and attached Rights upon conversion or exchange of such Debt Security, Preferred Stock or Capital Security have been duly authorized by all corporate action of the Company, the shares of such Common Stock have been duly executed and delivered by the Company, then upon conversion or exchange of any duly authorized Debt Security, Preferred Stock (including Preferred Stock issuable upon conversion or exchange for any Debt Security) or Capital Security in accordance with its terms and provisions, the Common Stock into which such Debt Security, Preferred Stock or Capital Security is converted or exchanged, when issued and outstanding, will be legally issued, fully paid and nonassessable and the Rights will be validly issued; 4. When the Capital Securities (other than Common Stock or Preferred Stock) issuable upon conversion or exchange for any Debt Security have been registered under the Act, the issuance, execution and delivery of such Capital Securities upon conversion or exchange of such Debt Security have been duly authorized by all corporate action of the Company, such Capital Securities have been duly executed and delivered by the Company, then upon conversion or exchange of any duly authorized Debt Security in accordance with its terms and provisions, the Capital Securities into which such Debt Security is converted or exchanged, when issued and outstanding, will be legally issued, fully paid and nonassessable; and 5. When the Warrants have been registered under the Act, the Debt Warrant Agreement (the "Debt Warrant Agreement"), between the Company and a bank or trust company, as Debt Warrant Agent (the "Debt Warrant Agent"), has been duly executed and delivered by the Company and the Debt Warrant Agent, the Currency Warrant Agreement (the "Currency Warrant Agreement"), between the Company and a bank or trust company, as Currency Warrant Agent (the "Currency Warrant Agent"), has been duly executed and delivered by the Company and the Currency Warrant Agent, the Index Warrant Agreement (the "Index Warrant Agreement"), between the Company and a bank or trust company, as Index Warrant Agent (the "Index Warrant Agent"), has been duly executed and delivered by the Company and the Index Warrant Agent, the Interest Rate Warrant Agreement (the "Interest Rate Warrant Agreement"), between the Company and a bank or trust company, as Interest Rate Warrant Agent (the "Interest Rate Warrant Agent"), has been duly executed and delivered by the Company and the Interest Rate Warrant Agent, all actions specified in the Debt Warrant Agreement, Currency Warrant Agreement, Index Warrant 3 4 Agreement and Interest Rate Warrant Agreement, as applicable, for the establishment of each Warrant, and of the terms of each Warrant, have been taken, the Warrants have been duly executed and delivered by the Company, authenticated by the Debt Warrant Agent, Currency Warrant Agent, Index Warrant Agent or Interest Rate Warrant Agent, as applicable, and issued for value, such Warrants will be valid and binding obligations of the Company. The opinions set forth above are subject, as to enforcement, to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Such opinions, insofar as they relate to enforcement of any Debt Security or Warrant that is denominated in other than United States dollars, are also subject to the provisions of applicable law which may require that a claim (or foreign currency judgement is respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to such applicable law. I have further assumed with respect to enforcement that, when fixed, the terms of the Warrants will comply with all applicable provisions of the Commodity Exchange Act, or will be exempt from the provisions of such act. I am admitted to the Bar of the State of New York and express no opinion as to the law of any jurisdiction other than the law of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Opinion" in the Prospectus constituting a part of the Registration Statement. Very truly yours, /s/ Robert B. Adams 4 EX-12.1 22 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12.1
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES The Chase Manhattan Corporation and Subsidiaries Six Months Ended Year Ended June 30, December 31, - --------------------------------------------------------------------------------------------------------------------------------- ($ in millions) 1994 1993 1993 1992 1991 1990 1989 - --------------------------------------------------------------------------------------------------------------------------------- EARNINGS: Net Income (Loss) $ 671 $ 386 $ 966 $ 639 $ 520 $ (334) $ (665) Less: Cumulative Effect of Change in Accounting Principle* - 500 500 - - - - - --------------------------------------------------------------------------------------------------------------------------------- Net Income(Loss) Before Cumulative Effect of Change in Accounting Principle $ 671 $ (114) $ 466 $ 639 $ 520 $ (334) $ (665) Less: Equity in Undistributed Income (Loss) of Unconsolidated Subsidiaries and Associated Companies 5 7 36 11 (32) (40) (20) Income Taxes (Benefits) 412 (40) 265 186 124 203 196 Fixed Charges, Excluding Interest on Deposits 1,374 1,282 2,670 2,277 1,988 3,190 3,938 - --------------------------------------------------------------------------------------------------------------------------------- Total Earnings, Excluding Interest on Deposits, as Adjusted 2,452 1,121 3,365 3,091 2,664 3,099 3,489 Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080 - --------------------------------------------------------------------------------------------------------------------------------- Total Earnings, Including Interest on Deposits, as Adjusted $ 3,630 $ 2,153 $ 5,379 $ 6,026 $ 7,038 $ 8,372 $ 8,569 - --------------------------------------------------------------------------------------------------------------------------------- FIXED CHARGES: Interest Expense and Amortization of Debt Discount and Issuance Costs, Excluding Interest on Deposits $ 1,339 $ 1,245 $ 2,591 $ 2,205 $ 1,920 $ 3,115 $ 3,860 One-Third of Net Rental Expense 35 37 79 72 68 75 78 - --------------------------------------------------------------------------------------------------------------------------------- Total Fixed Charges for Ratio, Excluding Interest on Deposits 1,374 1,282 2,670 2,277 1,988 3,190 3,938 Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080 - --------------------------------------------------------------------------------------------------------------------------------- Total Fixed Charges for Ratio, Including Interest on Deposits $ 2,552 $ 2,314 $ 4,684 $ 5,212 $ 6,362 $ 8,463 $ 9,018 - --------------------------------------------------------------------------------------------------------------------------------- RATIO OF EARNINGS TO FIXED CHARGES: Excluding Interest on Deposits 1.8X ** 1.3X 1.4X 1.3X ** ** Including Interest on Deposits 1.4X ** 1.1X 1.2X 1.1X ** ** * Represents the cumulative effect of change in accounting principle relating to the adoption of SFAS 109 ("Accounting for Income Taxes") in the first quarter of 1993. ** For the six months ended June 30, 1993 and the years ended December 31, 1990 and 1989, earnings did not cover fixed charges by $161 million, $91 million and $449 million, respectively, primarily as a result of large additions to the Reserve for Possible Credit Losses and special charges. For purposes of computing the consolidated ratios, earnings represent net income (loss) plus applicable income taxes and fixed charges, less cumulative effect of change in accounting principle (for the first six months of 1993 and the year ended December 31, 1993) and equity in undistributed earnings (losses) of unconsolidated subsidiaries and associated companies. Fixed charges represent interest expense (exclusive of interest on deposits in one case and inclusive of such interest in the other), amortization of debt discount and issuance costs and one-third (the amount deemed to represent an interest factor) of net rental expense under all lease commitments.
EX-12.2 23 COMPUTATION OF RATIOS OF EARNINGS TO FC AND PSDR 1 EXHIBIT 12.2
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS The Chase Manhattan Corporation (Consolidated) Six Months Ended Year Ended June 30, December 31, - --------------------------------------------------------------------------------------------------------------------------------- ($ in millions) 1994 1993 1993 1992 1991 1990 1989 - --------------------------------------------------------------------------------------------------------------------------------- EARNINGS: Net Income (Loss) Applicable to Common Stock $ 606 $ 313 $ 826 $ 515 $ 420 $ (417) $ (743) Less: Cumulative Effect of Change in Accounting Principle* - 500 500 - - - - - --------------------------------------------------------------------------------------------------------------------------------- Net Income (Loss) Applicable to Common Stock Before Cumulative Effect of Change in Accounting Principle $ 606 $ (187) $ 326 $ 515 $ 420 $ (417) $ (743) Less: Equity in Undistributed Income (Loss) of Unconsolidated Subsidiaries and Associated Companies 5 7 36 11 (32) (40) (20) Income Taxes (Benefits) 412 (40) 265 186 124 203 196 Fixed Charges, Excluding Interest on Deposits 1,439 1,355 2,810 2,401 2,088 3,273 4,016 - --------------------------------------------------------------------------------------------------------------------------------- Total Earnings, Excluding Interest on Deposits, As Adjusted 2,452 1,121 3,365 3,091 2,664 3,099 3,489 Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080 - --------------------------------------------------------------------------------------------------------------------------------- Total Earnings, Including Interest on Deposits, As Adjusted $3,630 $2,153 $5,379 $6,026 $7,038 $ 8,372 $ 8,569 - --------------------------------------------------------------------------------------------------------------------------------- FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS: Interest Expense and Amortization of Debt Discount and Issuance Costs, Excluding Interest on Deposits $1,339 $1,245 $2,591 $2,205 $1,920 $ 3,115 $ 3,860 Preferred Stock Dividend Requirements (Pre-Tax Equivalent) 105 123 239 209 168 140 131 One-Third of Net Rental Expense 35 37 79 72 68 75 78 - --------------------------------------------------------------------------------------------------------------------------------- Total Fixed Charges and Preferred Stock Dividend Requirements, Excluding Interest on Deposits 1,479 1,405 2,909 2,486 2,156 3,330 4,069 Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080 - --------------------------------------------------------------------------------------------------------------------------------- Total Fixed Charges and Preferred Stock Dividend Requirements, Including Interest on Deposits $2,657 $2,437 $4,923 $5,421 $6,530 $ 8,603 $ 9,149 - --------------------------------------------------------------------------------------------------------------------------------- RATIO OF EARNINGS TO FIXED CHARGES: AND PREFERRED STOCK DIVIDEND REQUIREMENTS: Excluding Interest on Deposits 1.7X ** 1.2X 1.2X 1.2X ** ** Including Interest on Deposits 1.4X ** 1.1X 1.1X 1.1X ** ** * Represents the cumulative effect of change in accounting principle relating to the adoption of SFAS 109 ("Accounting for Income Taxes") in the first quarter of 1993. ** For the six months ended June 30, 1993 and the years ended December 31, 1990 and 1989, earnings did not cover fixed charges and preferred stock dividend requirements by $284 million, $231 million and $580 million, respectively, primarily as a result of large additions to the Reserve for Possible Credit Losses and special charges. For purposes of computing the consolidated ratios, earnings represent net income (loss) applicable to common stock plus applicable income taxes, fixed charges and preferred stock dividend requirements, less cumulative effect of change in accounting principle (for the first six months of 1993 and the year ended December 31, 1993) and equity in undistributed earnings (losses) of unconsolidated subsidiaries and associated companies. Fixed charges and preferred stock dividend requirements represent interest expense (exclusive of interest on deposits in one case and inclusive of such interest in the other), amortization of debt discount and issuance costs, one-third (the amount deemed to represent an interest factor) of net rent expense under all lease commitments and dividend requirements on the outstanding preferred stock.
EX-25.1 24 FORM T-1 (SENIOR TRUSTEE) 1 EXHIBIT 25.1 - ----------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________ ------------------------------ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation (I.R.S. Employer if not a U.S. national bank) Identification n.) FOUR ALBANY STREET NEW YORK, NEW YORK 10006 (Address of principal (Zip Code) executive offices) --------------------------------- THE CHASE MANHATTAN CORPORATION (Exact name of obligor as specified in the charter) DELAWARE 13-2633613 (State or other jurisdiction of (I.R.S. employer Incorporation or organization) Identification no.) 1 CHASE MANHATTAN PLAZA NEW YORK, NY 10081 (Address of principal executive offices) (Zip Code) ------------------------------ SENIOR DEBT SECURITIES & WARRANTS (Title of the indenture securities) - ----------------------------------------------------------------------------- 2 -2- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee. (a) Name and address of each examining or supervising authority to which it is subject. NAME ADDRESS Federal Reserve Bank (2nd District) New York, NY Federal Deposit Insurance Corporation Washington, D.C. New York State Banking Department Albany, NY (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None. ITEM 3. -15. NOT APPLICABLE ITEM 16. LIST OF EXHIBITS. EXHIBIT 1 - Restated Organization Certificate of Bankers Trust Company dated August 7, 1990 and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 28, 1994 - Incorporated herein by reference to Exhibit 1 filed with Form 1 Statement, Registration No. 33-79862.. EXHIBIT 2 - Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated as amended on September 21, 1993. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 33-52359. 3 -3- EXHIBIT 5 - Not applicable. EXHIBIT 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864. EXHIBIT 7 - A copy of the latest report of condition of Bankers Trust Company dated as of June 30, 1994 - Attached EXHIBIT 8 - Not Applicable EXHIBIT 9 - Not Applicable 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Bankers Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of August, 1994. BANKERS TRUST COMPANY By: Susan Johnson --------------------------- Susan Johnson Assistant Vice President 5 Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94 ST-BK: 36-4840 FFIEC 031 Address: 130 Liberty Street Page RC-1 City, State ZIP: New York, NY 10006 FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks June 30, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet
----------------- | C400 | ------------------------------------------- Dollar Amounts in Thousands| RCFD Bil Mil Thou | - -------------------------------------------------------------------------------------------------------------------------------- ASSETS | / / / / / / / / / / / / / / / / / / | 1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / / / / / / / / / / / / / / / | a. Noninterest-bearing balances and currency and coin(1) ................ | 0081 2,650,000 |1.a. b. Interest-bearing balances(2) ......................................... | 0071 2,075,000 |1.b. 2. Securities: | / / / / / / / / / / / / / / / / / / | a. Held-to-maturity securities (from Schedule RC-B, column A) ........... | 1754 0 |2.a. b. Available-for-sale securities (from Schedule RC-B, column D).......... | 1773 4,364,000 |2.b. 3 Federal funds sold and securities purchased under agreements to resell in | / / / / / / / / / / / / / / / / / / | domestic offices of the bank and of its Edge and Agreement subsidiaries, | / / / / / / / / / / / / / / / / / / | and in IBFs: | / / / / / / / / / / / / / / / / / / | a. Federal funds sold ................................................... | 0276 4,286,000 |3.a. b. Securities purchased under agreements to resell ...................... | 0277 617,000 |3.b. 4. Loans and lease financing receivables: | / / / / / / / / / / / / / / / / / / | a. Loans and leases, net of unearned income | / / / / / / / / / / / / / / / / / / | (from Schedule RC-C) RCFD 2122 16,088,000 | / / / / / / / / / / / / / / / / / / |4.a. b. LESS: Allowance for loan | / / / / / / / / / / / / / / / / / / | and lease losses...............................RCFD 3123 1,264,000 | / / / / / / / / / / / / / / / / / / |4.b. c. LESS: Allocated transfer risk reserve .......RCFD 3128 0 | / / / / / / / / / / / / / / / / / / |4.c. d. Loans and leases, net of unearned income, | / / / / / / / / / / / / / / / / / / | allowance, and reserve (item 4.a minus 4.b and 4.c) .................. | 2125 14,824,000 |4.d. 5. Assets held in trading accounts ........................................... | 3545 37,240,000 |5. 6. Premises and fixed assets (including capitalized leases) .................. | 2145 727,000 |6. 7. Other real estate owned (from Schedule RC-M) .............................. | 2150 277,000 |7. 8. Investments in unconsolidated subsidiaries and associated companies (from | / / / / / / / / / / / / / / / / / / | Schedule RC-M) | 2130 184,000 |8. 9. Customers' liability to this bank on acceptances outstanding .............. | 2155 401,000 |9. 10. Intangible assets (from Schedule RC-M) .................................... | 2143 10,000 |10. 11. Other assets (from Schedule RC-F) ......................................... | 2160 9,251,000 |11. 12. Total assets (sum of items 1 through 11) .................................. | 2170 76,906,000 |12. ------------------------------------------
- -------------------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts. 6 Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94 ST-BK: 36-4840 FFIEC 031 Address: 130 Liberty Street Page RC-2 City, State Zip: New York, NY 10006 FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
Schedule RC--Continued ----------------------------------------- Dollar Amounts in Thousands| / / / / / / / Bil Mil Thou | - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES | / / / / / / / / / / / / / / / / / / / | 13. Deposits: | / / / / / / / / / / / / / / / / / / / | a. In domestic offices (sum of totals of columns A and C from Schedule | / / / / / / / / / / / / / / / / / / / | RC-E, part I) | RCON 2200 7,980,000 |13.a. (1) Noninterest-bearing(1) ...........RCON 6631 3,321,000.... | / / / / / / / / / / / / / / / / / / / |13.a.(1) (2) Interest-bearing ..................RCON 6636 4,659,000.... | / / / / / / / / / / / / / / / / / / / |13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from | / / / / / / / / / / / / / / / / / / / | Schedule RC-E part II) | / / / / / / / / / / / / / / / / / / / | | RCFN 2200 14,303,000 |13.b. (1) Noninterest-bearing ..............RCFN 6631 631,000.... | / / / / / / / / / / / / / / / / / / / |13.b.(1) (2) Interest-bearing .................RCFN 6636 13,672,000.... | / / / / / / / / / / / / / / / / / / / |13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase | / / / / / / / / / / / / / / / / / / / | in domestic offices of the bank and of its Edge and Agreement subsidiaries, | / / / / / / / / / / / / / / / / / / / | and in IBFs: | / / / / / / / / / / / / / / / / / / / | a. Federal funds purchased ............................................... | RCFD 0278 6,820,000 |14.a. b. Securities sold under agreements to repurchase ........................ | RCFD 0279 839,000 |14.b. 15. a. Demand notes issued to the U.S. Treasury .............................. | RCON 2840 0 |15.a. b. Trading liabilities ................................................... | RCFD 3548 23,272,000 |15.b. 16. Other borrowed money: | / / / / / / / / / / / / / / / / / / / | a. With original maturity of one year or less ............................ | RCFD 2332 8,463,000 |16.a. b. With original maturity of more than one year .......................... | RCFD 2333 1,261,000 |16.b. 17. Mortgage indebtedness and obligations under capitalized leases ............. | RCFD 2910 11,000 |17. 18. Bank's liability on acceptances executed and outstanding ................... | RCFD 2920 401,000 |18. 19. Subordinated notes and debentures .......................................... | RCFD 3200 1,283,000 |19. 20. Other liabilities (from Schedule RC-G) ..................................... | RCFD 2930 8,057,000 |20. 21. Total liabilities (sum of items 13 through 20) ............................. | RCFD 2948 72,690,000 |21. | / / / / / / / / / / / / / / / / / / / | 22. Limited-life preferred stock and related surplus ........................... | RCFD 3282 0 |22. EQUITY CAPITAL | / / / / / / / / / / / / / / / / / / / | 23. Perpetual preferred stock and related surplus .............................. | RCFD 3838 250,000 |23. 24. Common stock ............................................................... | RCFD 3230 852,000 |24. 25. Surplus (exclude all surplus related to preferred stock) ................... | RCFD 3839 498,000 |25. 26. a. Undivided profits and capital reserves ................................ | RCFD 3632 2,905,000 |26.a. b. Net unrealized holding gains (losses) on available-for-sale securities. | RCFD 8434 42,000 |26.b. 27. Cumulative foreign currency translation adjustments ........................ | RCFD 3284 (331,000) |27. 28. Total equity capital (sum of items 23 through 27) .......................... | RCFD 3210 4,216,000 |28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of | / / / / / / / / / / / / / / / / / / / | items 21, 22, and 28) ...................................................... | RCFD 3300 76,906,000 |29. -----------------------------------------
Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1993 .................................................
Number ----------------------- | RCFD 6724 N/A | M.1 -------------- 1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other with generally accepted auditing standards by a certified external auditors (may be required by state chartering public accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external conducted in accordance with generally accepted auditing auditors standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external submits a report on the consolidated holding company auditors (but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in 8 = No external audit work accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
- ---------------------- (1) Including total demand deposits and noninterest-bearing time and savings deposits. EX-25.2 25 FORM T-1 (SUBORDINATED TRUSTEE) 1 EXHIBIT 25.2 -------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------------------------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE -------------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____ -------------------------------------------------- CHEMICAL BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------------- The Chase Manhattan Corporation (Exact name of obligor as specified in its charter) Delaware 13-2633613 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1 Chase Manhattan Plaza New York, New York 10081 (Address of principal executive offices) (Zip Code) -------------------------------------------------- Subordinated Debt Securities (Title of the indenture securities) -------------------------------------------------- 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 33-46892, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Chemical Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 29th day of AUGUST, 1994. CHEMICAL BANK By /s/ P. J. GILKESON P. J. Gilkeson Vice President - 3 - 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1994, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................... $ 5,741 Interest-bearing balances ................................... 3,768 Securities Held to maturity securities ........................................ 7,503 Available for sale securities ...................................... 15,662 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold .......................................... 2,514 Securities purchased under agreements to resell ............. 995 Loans and lease financing receivables: Loans and leases, net of unearned income .................... $ 61,140 Less: Allowance for loan and lease losses ................... 2,315 Less: Allocated transfer risk reserve ....................... 115 -------- Loans and leases, net of unearned income, allowance, and reserve ...................................... 58,710 Assets held in trading accounts .................................... 26,249 Premises and fixed assets (including capitalized leases) ..................................................... 1,310 Other real estate owned ............................................ 642 Investments in unconsolidated subsidiaries and associated companies ........................................ 120 Customer's liability to this bank on acceptance outstanding ................................................. 1,093 Intangible assets .................................................. 549 Other assets ....................................................... 7,807 -------- TOTAL ASSETS ....................................................... $132,663
- 4 - 5 LIABILITIES Deposits In domestic offices ......................................... $ 49,180 Noninterest-bearing ......................................... $ 16,896 Interest-bearing ............................................ 32,284 --------- In foreign offices, Edge and Agreement subsidiaries, and IBF's ................................................... 25,612 Noninterest-bearing ......................................... $ 128 Interest-bearing ............................................ 25,484 --------- Federal funds purchased and securities sold under agree- ments to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased ..................................... 10,710 Securities sold under agreements to repurchase .............. 1,789 Demand notes issued to the U.S. Treasury ........................... 1,493 Trading liabilities ................................................ 14,745 Other Borrowed money: with original maturity of one year or less .................. 6,331 with original maturity of more than one year ................ 1,031 Mortgage indebtedness and obligations under capitalized leases ...................................................... 21 Bank's liability on acceptances executed and outstanding ........... 1,096 Subordinated notes and debentures .................................. 3,500 Other liabilities .................................................. 9,562 TOTAL LIABILITIES .................................................. 125,070 --------- EQUITY CAPITAL Common stock ....................................................... 620 Surplus ............................................................ 4,501 Undivided profits and capital reserves ............................. 2,684 Less: Net unrealized loss on marketable equity securities ............................................... (210) Cumulative foreign currency translation adjustments ................ (2) TOTAL EQUITY CAPITAL ............................................... 7,593 --------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL ........................................... $ 132,663 =========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER ) DIRECTORS WILLIAM B. HARRISON ) - 5 - -----END PRIVACY-ENHANCED MESSAGE-----