-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MocbT/uZrR4jQVghRS/P5OFMKT2iA7MWNMHnJDy1vWzrymFk9FhdNUE5ho/JXGSB hu+c6Qs6giO9muC54u5X6g== 0000950123-00-011925.txt : 20010101 0000950123-00-011925.hdr.sgml : 20010101 ACCESSION NUMBER: 0000950123-00-011925 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20001229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-94393 FILM NUMBER: 798647 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 POS AM 1 y43983paposam.txt POST-EFFECTIVE AMENDMENT NO. 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000 FILE NO. 333-94393 Post-Effective Amendment No. 2 to Registration Statement No. 333-70639 Post-Effective Amendment No. 3 to Registration Statement No. 333-56573 Post-Effective Amendment No. 4 to Registration Statement No. 333-64261 Post-Effective Amendment No. 6 to Registration Statement No. 33-49965 Post-Effective Amendment No. 8 to Registration Statement No. 33-57104 Post-Effective Amendment No. 7 to Registration Statement No. 33-47105 Post-Effective Amendment No. 8 to Registration Statement No. 33-45228 Post-Effective Amendment No. 7 to Registration Statement No. 33-15230 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ Post-Effective Amendment No. 1 to 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 13-2624428 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION)
THE CHASE MANHATTAN CORPORATION 270 PARK AVENUE NEW YORK, NY 10017 (212) 270-6000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ ANTHONY J. HORAN SECRETARY THE CHASE MANHATTAN CORPORATION 270 PARK AVENUE NEW YORK, NY 10017 (212) 270-6000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES OF ALL COMMUNICATIONS TO: NEILA B. RADIN, ESQ. THE CHASE MANHATTAN CORPORATION 270 PARK AVENUE NEW YORK, NY 10017 (212) 270-6000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: From time to time after this registration statement becomes effective. 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 being offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 426(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] (continued on next page) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 (continued from previous page) This Post-Effective Amendment No. 1 relates to, among other securities, an indeterminate amount of debt securities, preferred stock, depositary shares and warrants that may be offered by affiliates of the registrant, including Chase Securities Inc. and J.P. Morgan Securities Inc., in connection with offers and sales related to secondary market transactions in securities that have been previously registered by the registrant pursuant to the registration statements referred to in the following sentence. Accordingly, this registration statement constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-70639, Post-Effective Amendment No. 3 to Registration Statement No. 333-56573, Post-Effective Amendment No. 4 to Registration Statement No. 33-64261, Post-Effective Amendment No. 6 to Registration Statement No. 33-49965, Post-Effective Amendment No. 8 to Registration Statement No. 33-57104, Post-Effective Amendment No. 7 to Registration Statement No. 33-47105, Post-Effective Amendment No. 8 to Registration Statement No. 33-45228, and Post-Effective Amendment No. 7 to Registration Statement No. 33-15230. In addition, this registration statement also covers an indeterminate amount of debt securities, preferred stock and warrants that may be offered by affiliates of the registrant in connection with offers and sales relating to secondary market transactions in securities previously registered by predecessors of the registrant, including Chase Securities Inc. and J.P. Morgan Securities Inc. on the registration statements designated by the following Registration File Numbers: Nos. 33-20950, 33-40485, 33-45266, 33-58144 and 33-55295, each filed by The Chase Manhattan Corporation; and Nos. 333-85283, 333-64193, 333-51961, 333-47753, 333-40447, 333-37315, 33-55851, 33-49775, 33-45651, 33-41006, each filed by J.P. Morgan & Co. Incorporated. 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, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 3 EXPLANATORY NOTE The prospectus filed with this post-effective amendment is a form of market maker prospectus intended for use after the effective time of the merger of J.P. Morgan & Co. Incorporated into The Chase Manhattan Corporation to form J.P. Morgan Chase & Co. The prospectus is intended for use by direct or indirect wholly-owned subsidiaries of J.P. Morgan Chase & Co., including Chase Securities Inc. and J.P. Morgan Securities Inc., in connection with offers and sales related to secondary market transactions in debt securities, preferred stock, depositary shares and warrants that have been previously registered by J.P. Morgan Chase & Co. or its predecessors under the Securities Act of 1933 pursuant to the registration statements referred to on the cover page of this registration statement and in certain debt securities, preferred stock, depositary shares and warrants that are initially offered and sold by or on behalf of J.P. Morgan Chase & Co. after the effective date of this post-effective amendment. The market maker prospectus updates and supersedes the second prospectus included in the registration statement amended by this post-effective amendment. 4 [J.P. MORGAN CHASE & CO. LOGO] J.P. MORGAN CHASE & CO. DEBT SECURITIES PREFERRED STOCK DEPOSITARY SHARES WARRANTS Affiliates of J.P. Morgan Chase & Co., including Chase Securities Inc. and J.P. Morgan Securities Inc., may use this prospectus in connection with offers and sales in the secondary market of senior or subordinated debt securities, preferred stock or depositary shares of J.P. Morgan Chase & Co. or warrants to purchase those debt securities, shares of preferred stock or depository shares. These affiliates may act as principal or agent in those transactions. Secondary market sales made by them will be made at prices related to market prices at the time of sale. LISTED DEBT SECURITIES Of the series of debt securities issued and outstanding as of the date of this prospectus that may be offered by use of this prospectus, the following are listed on the New York Stock Exchange and have the following ticker symbols:
TITLE OF SECURITIES TICKER SYMBOL - ------------------- ------------- 7 1/2% Subordinated Notes Due 2003.......................... JPM F03 Floating Rate Subordinated Notes Due 2003................... JPM J03 Floating Rate Subordinated Notes Due August 1, 2003......... JPM A03 6 1/2% Subordinated Notes Due 2005.......................... JPM A05 6 1/4% Subordinated Notes Due 2006.......................... JPM 06 6 1/8% Subordinated Notes Due 2008.......................... JPM O08 6 3/4% Subordinated Notes Due 2008.......................... JPM A08 6 1/2% Subordinated Notes Due 2009.......................... JPM 09
LISTED PREFERRED STOCK Of the series of preferred stock issued and outstanding as of the date of this prospectus that may be offered by use of this prospectus, the following are listed on the New York Stock Exchange and have the following ticker symbols:
TITLE OF SECURITIES TICKER SYMBOL - ------------------- ------------- Adjustable Rate Cumulative Preferred Stock, Series A........ JPMPrA 10.84% Cumulative Preferred Stock........................... JPMPrC Adjustable Rate Cumulative Preferred Stock, Series L........ JPMPrL Adjustable Rate Cumulative Preferred Stock, Series N........ JPMPrN
LISTED DEPOSITARY SHARES Of the series of the depositary shares representing shares of preferred stock issued and outstanding as of the date of this prospectus that may be offered by use of this prospectus, the following are listed on the New York Stock Exchange and have the following ticker symbols:
TITLE OF SECURITIES TICKER SYMBOL - ------------------- ------------- Depositary Shares, each representing a 1/10 interest in a share of 6 5/8% Cumulative Preferred Stock................ JPMPrH
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT USE THIS PROSPECTUS TO SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE AN OFFER OR SALE IS NOT PERMITTED. This prospectus is dated , 2001. 5 IN MAKING YOUR INVESTMENT DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION. WE ARE OFFERING TO SELL THESE SECURITIES ONLY IN PLACES WHERE SALES ARE PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED IN THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN ITS DATE. TABLE OF CONTENTS
PAGE ---- Where You Can Find More Information About J.P. Morgan Chase & Co. ............... 3 J.P. Morgan Chase & Co. ................. 4 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements........................... 5 Description of Debt Securities........... 5 Company Debt Securities.................. 6 Heritage Chase Debt Securities........... 19
PAGE ---- Description of Heritage J.P. Morgan Debt Securities............................. 25 Relationship Among Subordination Provisions............................. 36 Permanent Global Debt Securities......... 37 Global Clearance and Settlement Procedures............................. 39 Description of Capital Stock............. 40 Experts.................................. 46
2 6 WHERE YOU CAN FIND MORE INFORMATION ABOUT J.P. MORGAN CHASE & CO. J.P. Morgan Chase & Co. ("J.P. Morgan Chase", which may be referred to as "we" or "us") files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC's website at http://www.sec.gov. The SEC allows us to "incorporate by reference" into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed; (a) Annual Report on Form 10-K for the year ended December 31, 1999; (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; (c) Current Reports on Form 8-K filed on January 21, 2000, February 9, 2000, March 22, 2000, April 11, 2000, April 19, 2000, May 22, 2000, June 12, 2000, June 20, 2000, July 20, 2000, August 3, 2000, September 18, 1999, October 19, 1999, November 1, 1999, November 28, 2000, November 29, 2000, December 1, 2000, December 14, 2000 and December 26, 2000; and (d) The descriptions of our common stock and preferred stock contained in our registration statements filed under Section 12 of the Securities Exchange Act of 1934. You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address: Office of the Secretary J.P. Morgan Chase & Co. 270 Park Avenue New York, NY 10017 212-270-4040 3 7 J.P. MORGAN CHASE & CO. J.P. Morgan Chase is a financial holding company incorporated under Delaware law in 1968. As of September 30, 2000, on a pro forma basis after giving effect to the merger referred to below, we were the second largest banking institution in the United States, with approximately $705 billion in assets and approximately $40 billion in stockholders' equity. On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan") merged with and into The Chase Manhattan Corporation ("Chase"). Upon completion of the merger, Chase changed its name to "J.P. Morgan Chase & Co." The merger was accounted for as a pooling of interests. As a result, financial information following completion of the merger and incorporated by reference in this prospectus will present the combined results of Chase and J.P. Morgan as if the merger had been in effect for all periods presented. We are a global financial services firm with operations in over 60 countries. Our principal bank subsidiaries are The Chase Manhattan Bank ("Chase Bank") and Morgan Guaranty Trust Company ("Morgan Bank"), each of which is a New York banking corporation headquartered in New York city; and Chase Manhattan Bank USA, National Association, headquartered in Delaware. Our principal non-bank subsidiaries are our investment bank subsidiaries, Chase Securities Inc. ("Chase Securities") and J.P. Morgan Securities Inc. ("J.P. Morgan Securities"). We expect Chase Bank to merge with Morgan Bank and Chase Securities to merge with J.P. Morgan Securities in mid-2001. Unless the context otherwise requires, references in this prospectus to Chase Bank, Morgan Bank, Chase Securities and J.P. Morgan Securities also refer to the successor corporations in those mergers. Our activities are internally organized, for management reporting purposes, into five major businesses: Investment Bank, Wealth Management, Treasury and Securities Services, J.P. Morgan Partners and Consumer Services. We have presented a brief description of those businesses below. Investment Bank Among the products and services provided by us through the Investment Bank are our securities underwriting and financial advisory, trading, mergers and acquisitions advisory, and corporate lending and syndication businesses. Wealth Management Wealth management includes our asset management businesses, including our mutual funds; our institutional money management and cash management businesses; and our private bank, which provides wealth management solutions for a global client base of high net worth individuals and families. Treasury and Securities Services Treasury and Securities Services is a recognized leader in information and transaction processing services, moving trillions of dollars daily in securities and cash for its wholesale clients. Treasury and Securities Services includes our custody, cash management, trust and other fiduciary services businesses. J.P. Morgan Partners J.P. Morgan Partners is one of the world's largest and most diversified private equity investment firms, with total funds under management in excess of $20 billion. Consumer Services Consumer Services serves over 30 million consumer, small business and middle-market customers nationwide. Consumer Services offers a wide variety of financial products and services, including consumer banking, credit cards, mortgage services and consumer finance services, through a diverse array of distribution channels, including the Internet and branch and ATM networks. 4 8 CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS Chase's consolidated ratios of earnings to fixed charges and consolidated ratios of earnings to combined fixed charges and preferred stock dividend requirements are as follows:
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ------------- ------------------------------------ 2000 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- ---- Earnings to Fixed Charges: Excluding Interest on Deposits.... 2.01 2.64 1.84 1.82 1.66 1.90 Including Interest on Deposits.... 1.45 1.71 1.43 1.43 1.32 1.41 Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements: Excluding Interest on Deposits.... 1.99 2.61 1.82 1.77 1.60 1.82 Including Interest on Deposits.... 1.44 1.70 1.42 1.41 1.30 1.38
For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based on income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits), one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. Fixed charges, including interest on deposits, include all interest expense, one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. DESCRIPTION OF DEBT SECURITIES Our outstanding senior and subordinated securities offered by use of this prospectus (the "Debt Securities") have been issued under a number of indentures, some of which were initially executed by our predecessor institutions and assumed by us in connection with various mergers. None of our indentures limits the amount of debt securities that we may issue. Each indenture provides that we may issue debt securities up to the principal amount we authorize from time to time. In addition, none of our subordinated indentures limits the amount of senior indebtedness we may incur. We are a holding company that conducts substantially all of our operations through subsidiaries. As a result, claims of the holders of our debt securities will generally have a junior position to claims of creditors of our subsidiaries, except to the extent that J.P. Morgan Chase may be recognized, and receives payment, as a creditor of those subsidiaries. Claims of our subsidiaries' creditors other than J.P. Morgan Chase include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities sold under repurchase agreements, commercial paper and other short-term borrowings. None of our indentures limits our ability to enter into a highly leveraged transaction or provides you with any special protection in the event of such a transaction. In addition, none of our indentures provides special protection in the event of a sudden and dramatic decline in our credit quality resulting from a takeover, recapitalization or similar restructuring. We may have issued some of the Debt Securities as original issue discount Debt Securities. Original issue discount Debt Securities bear no interest or bear interest at a below-market rate and are sold at a discount below their stated principal amount. Persons considering the purchase, ownership or disposition of original issue discount Debt Securities should consult their own tax advisors concerning the United States Federal income tax consequences to them with regard to the purchase, ownership or disposition of those securities in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction. Unless otherwise indicated in a supplement to this prospectus, we have issued the Debt Securities 5 9 only in fully registered form without coupons. We may have issued some of the Debt Securities only as permanent global Debt Securities. See "Permanent Global Debt Securities" below. You will not be required to pay a service charge for any transfer or exchange of the Debt Securities, but we may require payment of any taxes or other governmental charges. Unless a particular issue of Debt Securities is represented by a permanent global note, we will pay the principal of, and premium, if any, and interest, if any, on the Company Debt Securities at the corporate trust office of the applicable paying agent, which, in the case of the Company Debt Securities and Heritage Chase Debt Securities referred to below, is Chase Bank in New York City and, in the case of the J.P. Morgan Debt Securities referred to below, is U.S. Bank Trust National Association in New York City. You may also make transfers or exchanges of the Company Debt Securities at those respective locations. We also have the right to pay interest on any Debt Securities by check mailed to the registered holders of the Debt Securities at their registered addresses. In connection with any payment on a Debt Security, we may require the holder to certify information to J.P. Morgan Chase. In the absence of that certification, we may rely on any legal presumption to determine our responsibilities, if any, to deduct or withhold taxes, assessments or governmental charges from the payment. COMPANY DEBT SECURITIES J.P. Morgan Chase (which, for purposes of this portion of the prospectus, includes Chase prior to its merger with J.P. Morgan, and Chemical Banking Corporation prior to its merger with The Chase Manhattan Corporation) has issued Debt Securities (the "Company Debt Securities") from time to time under the indentures referred to in the following paragraph (the "Company Indentures"). The following summary of the provisions of the Company Debt Securities and the Company Indentures is not complete. You should refer to the Company Indentures, copies of which are exhibits to the registration statement of which this prospectus is a part (Registration Statement File No. 333-94393; the "registration statement"). We have issued senior Company Debt Securities (the "Company Senior Securities") under an Indenture, dated as of December 1, 1989 (as amended, the "Company Senior Indenture"), between us and Bankers Trust Company, as trustee. We have issued subordinated Company Debt Securities (the "Company Subordinated Securities") under an Indenture, as amended and restated as of December 15, 1992 (as amended, the "Company Subordinated Indenture"), between us and U.S. Bank Trust National Association, as trustee. The Company Debt Securities may be offered together with warrants to purchase the Company Debt Securities, warrants to purchase shares of common stock, warrants to purchase shares of preferred stock or currency warrants entitling the holder to receive the cash value in U.S. dollars of the right to purchase or the right to sell foreign currencies or composite currencies. COMPANY SENIOR SECURITIES The Company Senior Securities are our direct, unsecured general obligations and constitute Company Senior Indebtedness having the same rank as our other senior indebtedness. For a definition of Company Senior Indebtedness, see "Description of Company Debt Securities -- Company Subordinated Securities -- Subordination" below. Limitation on Disposition of Stock of Chase Bank. The Company Senior Indenture contains a covenant by us that, so long as any of the Company Senior Securities are outstanding, neither we nor any Intermediate Subsidiary, as defined below, will dispose of any shares of voting stock of Chase Bank, or any securities convertible into, or options, warrants or rights to purchase shares of voting stock of Chase Bank, except to J.P. Morgan Chase or an Intermediate Subsidiary. In addition, the covenant provides that neither we nor any Intermediate Subsidiary will permit Chase Bank to issue any shares of its voting stock, or securities convertible into, or options, warrants or rights to purchase shares of its voting stock, nor will we permit any Intermediate Subsidiary to cease to be an Intermediate Subsidiary. The above covenant is subject to our rights in connection with a consolidation or merger of J.P. Morgan Chase with or into another person or a 6 10 sale of our assets. The covenant also will not apply if both: (1) the disposition in question is made for fair market value, as determined by the board of directors J.P. Morgan Chase or the Intermediate Subsidiary; and (2) after giving effect to the disposition, we and any one or more of our Intermediate Subsidiaries will collectively own at least 80% of the issued and outstanding voting stock of Chase Bank or any successor to Chase Bank free and clear of any security interest. The above covenant also does not restrict Chase Bank from being consolidated with or merged into another domestic banking corporation, if after the merger or consolidation, (A) J.P. Morgan Chase, or its successor, and any one or more Intermediate Subsidiaries own at least 80% of the voting stock of the resulting bank and (B) no event of default, and no event which, after notice or lapse of time or both, would become an event of default, happens and is continuing. The Company Senior Indenture defines an "Intermediate Subsidiary" as a subsidiary (1) that is organized under the laws of any domestic jurisdiction and (2) of which all the shares of capital stock, and all securities convertible into, and options, warrants and rights to purchase shares of capital stock, are owned directly by J.P. Morgan Chase, free and clear of any security interest. As used above, "voting stock" means a class of stock having general voting power under ordinary circumstances irrespective of the happening of a contingency. The above covenant would not prevent Chase Bank from engaging in a sale of assets to the extent otherwise permitted by the Company Senior Indenture. Defaults and Waivers. The Company Senior Indenture defines an event of default with respect to any series of Company Senior Securities as any one of the following events: (1) default in the payment of interest on any Company Senior Security of that series and continuance of that default for 30 days; (2) default in the payment of principal of, or premium, if any, on, any Company Senior Security of that series at maturity; (3) default in the deposit of any sinking fund payment and continuance of that default for five days; (4) failure by us for 60 days after notice to perform any of the other covenants or warranties in the Company Senior Indenture applicable to that series; (5) (A) failure by us to pay indebtedness for money borrowed by us, including Company Senior Securities of other series, in an aggregate principal amount exceeding $25,000,000, at the later of final maturity or the expiration of any applicable grace period or (B) acceleration of the maturity of any indebtedness for money borrowed by us, including Company Senior Securities of other series, in an aggregate principal amount exceeding $25,000,000, if that failure to pay or acceleration results from a default under the instrument giving rise to or securing the indebtedness for money borrowed by us and is not rescinded or annulled within 30 days after due notice, unless the default is contested in good faith by appropriate proceedings; (6) specified events of bankruptcy, insolvency or reorganization of J.P. Morgan Chase or Chase Bank; and (7) any other event of default specified with respect to Company Senior Securities of that series. If any event of default with respect to Company Senior Securities of any series occurs and is continuing, either the trustee or the holders of not less than 25% in principal amount of the outstanding Company Senior Securities of that series may declare the principal amount (or, if the Company Senior Securities of that series are original issue discount securities, a specified portion of the principal amount) of all Company Senior Securities of that series to be due and payable immediately. No such declaration is required upon specified events of bankruptcy. Subject to specified conditions, the holders of a majority in principal amount of the outstanding Company Senior Securities of that series may annul the declaration and waive past defaults, except uncured payment defaults and other specified defaults. 7 11 The Company Senior Indenture requires the trustee, within 90 days after the occurrence of a default known to it with respect to any outstanding series of Company Senior Securities, to give the holders of that series notice of the default if uncured or not waived. The trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. However, the trustee may not withhold the notice in the case of a payment default. The trustee may not give the above notice until 60 days after the occurrence of a default in the performance of a covenant in the Company Senior Indenture, other than a covenant to make payment. The term "default" for the purpose of this provision only means any event that is, or after notice or lapse of time or both would become, an event of default with respect to Company Senior Securities of that series. Other than the duty to act with the required standard of care during a default, the trustee is not obligated to exercise any of its rights or powers under the Company Senior Indenture at the request or direction of any of the holders of Senior Securities, unless the holders have offered the trustee reasonable security or indemnity. The Company Senior Indenture provides that the holders of a majority in principal amount of outstanding Company Senior Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee for that series, or exercising any trust or other power conferred on the trustee. However, the trustee may decline to act if the direction is contrary to law or the Company Senior Indenture. The Company Senior Indenture includes a covenant requiring us to file annually with the trustee a certificate of no default, or specifying any default that exists. Defeasance and Covenant Defeasance. The Company Senior Indenture contains a provision that, if made applicable to any series of Company Senior Securities, permits us to elect: - - defeasance, which would discharge us from all of our obligations (subject to limited exceptions) with respect to any Company Senior Securities of that series then outstanding; and/or - - covenant defeasance, which would release us from our obligations under specified covenants and the consequences of the occurrence of an event of default resulting from a breach of these covenants or a cross-default. To make either of the above elections, we must deposit in trust with the trustee money and/or U.S. government obligations, as defined below, which through the payment of principal and interest in accordance with their terms will provide sufficient money, without reinvestment, to repay in full those Company Senior Securities. As used in the Company Senior Indenture, "U.S. government obligations" are: (1) direct obligations of the United States or of an agency or instrumentality of the United States, in either case that is or is guaranteed as a full faith and credit obligation of the United States and that is not redeemable by the issuer; and (2) depositary receipts with respect to an obligation referred to in clause (1). As a condition to defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel that the holders of Company Senior Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if defeasance or covenant defeasance had not occurred. That opinion, in the case of defeasance, but not covenant defeasance, must refer to and be based upon a ruling received by us from the Internal Revenue Service or published as a revenue ruling or upon a change in applicable Federal income tax law. If we exercise our covenant defeasance option with respect to a particular series of Company Senior Securities, then even if there were a default under the related covenant, payment of those Company Senior Securities could not be accelerated. We may exercise our defeasance option with respect to a particular series of Company Senior Securities even if we previously had exercised our covenant defeasance option. If we exercise our defeasance option, payment of those Company Senior Securities may not be accelerated because of any event of default. If we 8 12 exercise our covenant defeasance option and an acceleration were to occur, the realizable value at the acceleration date of the money and U.S. government obligations in the defeasance trust could be less than the principal and interest then due on those Company Senior Securities. This is because the required deposit of money and/or U.S. government obligations in the defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors. Modification of the Indenture. We and the trustee may modify the Company Senior Indenture with the consent of the holders of not less than a majority in principal amount of each series of outstanding Company Senior Securities affected by the modification. However, without the consent of each affected holder, no such modification may: - - change the stated maturity of any Company Senior Security; - - reduce the principal amount of, or premium, if any, on, any Company Senior Security; - - reduce the rate of payment of interest on any Company Senior Security, or change other specified provisions relating to the yield of the Company Senior Security; - - change the currency or currencies in which any Company Senior Security is payable; - - reduce the percentage of holders of outstanding Company Senior Securities of any series required to consent to any modification, amendment or any waiver under the Company Senior Indenture; or - - change the provisions in the Company Senior Indenture that relate to its modification or amendment. We and the trustee may amend the Company Senior Indenture without the consent of the holders of the Company Senior Securities in the event we merge with another person, to replace the trustee, to effect modifications that do not affect any outstanding series of Company Senior Securities, and for certain other purposes. Consolidation, Merger and Sale of Assets. We may, without the consent of the holders of any Company Senior Securities, consolidate or merge with any other person or transfer or lease all or substantially all of our assets to another person or permit another corporation to merge into J.P. Morgan Chase, provided that: (1) the successor is a person organized under U.S. laws; (2) the successor, if not us, assumes our obligations on the Company Senior Securities and under the Company Senior Indenture; (3) after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, has occurred and is continuing; and (4) other specified conditions are met. The principal terms of the Company Senior Securities issued and outstanding as of the date of this prospectus are set forth below. Interest on the below series accrues at the annual rate indicated in the title of the series and is payable on the indicated interest payment dates to the registered holders on the preceding record date. 5 3/4% SENIOR NOTES DUE 2004 - - Initial principal amount of series (subject to increase): $500,000,000 - - Maturity date: April 15, 2004 - - Interest payment dates: April 15 and October 15 - - Record dates: April 1 and October 1 - - Issuance date: April 26, 1999 - - Redemption: Not redeemable prior to maturity and not subject to a sinking fund. SENIOR MEDIUM-TERM NOTES, SERIES C As of the date of this prospectus, $9,964,390,000 aggregate principal amount of our Senior Medium-Term Notes, Series C (the "Senior Series C Notes") is issued and outstanding. In the table below we specify the following terms of those Senior Series C Notes: - - Issuance date; - - Principal amount; - - Maturity date; - - Interest rate and redemption dates, if any. 9 13 The interest rate bases or formulas applicable to Senior Series C Notes that bear interest at floating rates are indicated in the table below. The Senior Series C Notes are not subject to a sinking fund and are not redeemable unless a redemption date is indicated below. Unless otherwise indicated below, Senior Series C Notes that are redeemable are redeemable at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS - ------------- ---------------- ------------- ------------------------------ November 10, 1995...... $ 25,000,000 November 10, 2005...... Constant maturity 10 year Treasury Index minus 0.34% November 15, 1995...... 10,000,000 May 15, 2001........... Constant maturity 5 year Treasury Index minus 0.15% August 5, 1997......... 300,000,000 August 5, 2027......... Zero coupon; redeemable on semiannual redemption dates on or after August 5, 2002 at prices varying with the redemption date August 15, 1997........ 115,000,000 August 15, 2017........ Zero coupon; redeemable on semiannual redemption dates on or after August 15, 2001 at prices varying with the redemption date January 12, 1998....... 75,000,000 January 12, 2001....... LIBOR Telerate reset quarterly + 0.025% January 20, 1998....... 15,000,000 January 21, 2003....... LIBOR Telerate reset monthly + 0.14% February 13, 1998...... 66,000,000 February 13, 2003...... LIBOR Telerate reset quarterly + 0.15% February 20, 1998...... 11,079,000 February 22, 2028...... LIBOR Telerate reset monthly minus 0.10%; repayable at the option of the holder on February 22 of 2008, 2011, 2014 and 2018 at prices varying with the redemption date February 26, 1998...... 100,000,000 February 26, 2001...... LIBOR Telerate reset quarterly + 0.06% March 25, 1998......... 500,000,000 March 25, 1999......... LIBOR Telerate reset quarterly minus 0.09% December 8, 1998....... 200,000,000 December 10, 2001...... LIBOR Telerate reset quarterly + 0.30% December 23, 1998...... 100,000,000 December 21, 2001...... LIBOR Telerate reset quarterly + 0.26% January 20, 1999....... 60,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20% January 21, 1999....... 50,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20% January 21, 1999....... 10,000,000 January 22, 2002....... LIBOR Telerate reset quarterly + 0.20% January 25, 1999....... 60,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.20% January 25, 1999....... 100,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.20% January 28, 1999....... 25,000,000 January 28, 2004....... LIBOR Telerate reset quarterly + 0.27% January 29, 1999....... 140,000,000 January 29, 2002....... LIBOR Telerate reset quarterly + 0.17% February 10, 1999...... 100,000,000 February 10, 2004...... 5.69% March 18, 1999......... 50,000,000 March 18, 2002......... LIBOR Telerate reset monthly + 0.135% March 18, 1999......... 15,000,000 March 18, 2002......... LIBOR Telerate reset monthly + 0.135% March 26,1999.......... 35,000,000 March 26, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 50,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 20,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 75,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 50,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 25,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 25,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 35,000,000 April 23, 2002......... LIBOR Telerate reset quarterly + 0.12% April 23, 1999......... 25,000,000 April 23, 2001......... LIBOR Telerate reset quarterly + 0.03% April 29, 1999......... 50,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03% April 29, 1999......... 500,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03% April 29, 1999......... 150,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03% April 29, 1999......... 50,000,000 April 26, 2001......... LIBOR Telerate reset quarterly + 0.03% April 29, 1999......... 75,000,000 April 29, 2002......... LIBOR Telerate reset quarterly + 0.10% April 29, 1999......... 25,000,000 April 30, 2001......... LIBOR Telerate reset quarterly April 30, 1999......... 75,000,000 April 30, 2002......... LIBOR Telerate reset quarterly + 0.10% May 4, 1999............ 25,000,000 May 4, 2001............ Federal Funds Rate reset daily + 0.26% May 4, 1999............ 50,000,000 May 6, 2002............ Federal Funds Rate reset daily + 0.35% October 26, 1999....... 35,311,000 October 26, 2039....... LIBOR Telerate reset quarterly minus 0.10%; repayable at the option of the holder on October 26 of 2009, 2012, 2015 and 2018 at prices varying with the redemption date. November 24, 1999...... 300,000,000 December 1, 2004....... 6.75% December 15, 1999...... 400,000,000 December 17, 2001...... LIBOR Telerate reset quarterly + 0.10% January 6, 2000........ 600,000,000 January 3, 2002........ LIBOR Telerate reset quarterly + 0.08% January 25, 2000....... 100,000,000 January 14, 2005....... 7.50% February 4, 2000....... 270,000,000 February 1, 2002....... 7.20%
10 14
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS - ------------- ---------------- ------------- ------------------------------ February 18, 2000...... $ 255,000,000 February 15, 2002...... 7.22% February 18, 2000...... 50,000,000 February 15, 2002...... 7.22% February 18, 2000...... 50,000,000 February 1, 2002....... LIBOR Telerate reset quarterly + 0.08% February 22, 2000...... 50,000,000 February 22, 2002...... Federal Funds Rate reset daily + 0.30% February 22, 2000...... 50,000,000 February 22, 2002...... LIBOR Telerate reset quarterly + 0.08% February 22, 2000...... 50,000,000 February 22, 2002...... LIBOR Telerate reset quarterly + 0.11% February 24, 2000...... 20,000,000 February 24, 2005 LIBOR Telerate reset monthly + 0.20% March 1, 2000.......... 30,000,000 March 3, 2003.......... LIBOR Telerate reset quarterly + 0.12% March 8, 2000.......... 30,000,000 March 8, 2005.......... LIBOR Telerate reset quarterly + 0.63% March 8, 2000.......... 25,000,000 March 8, 2006.......... LIBOR Telerate reset quarterly + 0.60% March 8, 2000.......... 20,000,000 March 8, 2005.......... LIBOR Telerate reset quarterly + 0.50% March 17, 2000......... 50,000,000 March 17, 2003......... LIBOR Telerate reset quarterly + 0.12% March 17, 2000......... 15,000,000 March 17, 2003......... LIBOR Telerate reset quarterly + 0.12% March 21, 2000......... 25,000,000 March 21, 2005......... LIBOR Telerate reset quarterly + 0.20% March 27, 2000......... 1,570,000,000 March 22, 2002......... LIBOR Telerate reset quarterly + 0.07% March 28, 2000......... 350,000,000 March 28, 2002......... LIBOR Telerate reset monthly + 0.12% March 29, 2000......... 158,000,000 March 29, 2005......... LIBOR Telerate reset quarterly + 0.22% June 7, 2000........... 100,000,000 June 7, 2002........... 7.36% June 14, 2000.......... 30,000,000 June 14, 2005.......... LIBOR Telerate reset quarterly + 0.34 with a maximum interest rate of 9 1/2% July 6, 2000........... 275,000,000 July 8, 2002........... LIBOR Telerate reset quarterly + 0.12% July 6, 2000........... 725,000,000 July 8, 2002........... LIBOR Telerate reset quarterly + 0.10% September 6, 2000...... 100,000,000 September 6, 2002...... LIBOR Telerate reset monthly + 0.11% September 8, 2000...... 25,000,000 September 6, 2002...... LIBOR Telerate reset monthly + 0.11% September 11, 2000..... 175,000,000 September 11, 2002..... LIBOR Telerate reset monthly + 0.11% September 11, 2000..... 244,000,000 September 11, 2002..... LIBOR Telerate reset monthly + 0.11% September 11, 2000..... 55,000,000 September 11, 2002..... LIBOR Telerate reset monthly + 0.11% September 13, 2000..... 265,000,000 September 15, 2003..... LIBOR Telerate reset quarterly + 0.15%
COMPANY SUBORDINATED SECURITIES The Company Subordinated Securities are our direct, unsecured general obligations. The Company Subordinated Securities are subordinate and junior in right of payment to all Company Senior Indebtedness and, in certain circumstances described below relating to our dissolution, winding-up, liquidation or reorganization, to all Additional Senior Obligations. For definitions of "Company Senior Indebtedness" and "Additional Senior Obligations", see "-- Subordination" below. Unless otherwise indicated below with respect to a particular series of Company Subordinated Securities, the maturity of the Company Subordinated Securities is subject to acceleration only upon our bankruptcy or reorganization. See "Defaults and Waivers" below. If any Company Subordinated Securities are specified to be convertible into our common stock, the holders will be entitled, as specified, to convert those convertible Company Subordinated Securities into common stock at the conversion price specified. To the extent specified below with respect to a particular series of Company Subordinated Securities, the holders of the particular series may be obligated at maturity, or at any earlier time as set forth below, to exchange that series of Company Subordinated Securities for Capital Securities on terms specified below. Capital Securities may consist of our common stock, perpetual preferred stock or other capital securities acceptable to our primary Federal banking regulator, which currently is the Federal Reserve Board. Whenever Company Subordinated Securities are exchangeable for Capital Securities, we will be obligated to deliver Capital Securities with a market value equal to the principal amount of those Company Subordinated Securities. In addition, we will unconditionally undertake, at our expense, to sell the Capital Securities in a secondary offering on behalf of any holders who elect to receive cash for the Capital Securities. Subordination. The Company Subordinated Securities are subordinated and junior in right of payment to all Company Senior Indebtedness and, under certain circumstances, Additional Senior Obligations. As of September 30, 2000, on a pro forma basis after giving effect to the Merger our 11 15 Company Senior Indebtedness and Additional Senior Obligations totaled approximately $50 billion. As used in this prospectus, "Company Senior Indebtedness" means the principal of, and premium, if any, and interest on all indebtedness for money borrowed by us, whether outstanding on the date the Company Subordinated Indenture became effective or created, assumed or incurred after that date, including all indebtedness for money borrowed by another person that we guarantee. However, Company Senior Indebtedness does not include indebtedness that is stated to be not superior to or to have the same rank as the Company Subordinated Securities. In particular, Company Senior Indebtedness does not include (A) Antecedent Company Subordinated Indebtedness (as defined below), (B) Company Subordinated Securities issued on or after December 15, 1992, (C) Assumed Heritage Chase Subordinated Indebtedness, as defined below, (D) Assumed Heritage JPM Subordinated Indebtedness, as defined below, and (E) other debt of J.P. Morgan Chase that is expressly stated to have the same rank as or to not rank superior to the Company Subordinated Securities (that other debt is referred to as "Other Subordinated Indebtedness"). The Company Subordinated Indenture defines "Additional Senior Obligations" to mean all indebtedness of J.P. Morgan Chase for claims in respect of derivative products, such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements, except Company Senior Indebtedness and except obligations that are expressly stated to have the same rank as or to rank not senior to the Company Subordinated Securities. For purposes of this definition, "claim" shall have the meaning assigned thereto in Section 101(4) of the Bankruptcy Code of 1978, as amended and in effect on the date of execution of this Indenture. Antecedent Company Subordinated Indebtedness means all outstanding subordinated indebtedness of J.P. Morgan Chase issued prior to December 15, 1992, other than Assumed Heritage Chase Subordinated Indebtedness and Assumed Heritage JPM Subordinated Indebtedness. Assumed Heritage Chase Subordinated Indebtedness means all outstanding subordinated indebtedness that we assumed as a result of our merger with The Chase Manhattan Corporation. Assumed Heritage JPM Subordinated Indebtedness means all outstanding subordinated indebtedness that we assumed as a result of our merger with J.P. Morgan. Under the Company Subordinated Indenture, we may not make any payment on the Company Subordinated Securities or exchange any Company Subordinated Securities for Capital Securities in the event: - - we have failed to make full payment of all amounts of principal, and premium, if any, and interest, if any, due on all Company Senior Indebtedness; or - - there shall exist any event of default on any Company Senior Indebtedness or any event which, with notice or lapse of time or both, would become such an event of default. In addition, upon our dissolution, winding-up, liquidation or reorganization: - - we must pay to the holders of Company Senior Indebtedness the full amounts of principal of, and premium, if any, and interest, if any, on the Company Senior Indebtedness before any payment or distribution is made on the Company Subordinated Securities, and - - if, after we have made those payments on the Company Senior Indebtedness, there are amounts available for payment on the Company Subordinated Securities and creditors in respect of Additional Senior Obligations have not received their full payments, then we will first use amounts available for payment on the Company Subordinated Securities, other than Antecedent Company Subordinated Indebtedness, to pay in full all Additional Senior Obligations before we may make any payment on the Company Subordinated Securities. For additional information regarding the relationship among the provisions governing our various series of subordinated indebtedness, see "Relationship Among Subordination Provisions" below. Limitation on Disposition of Voting Stock of Chase Bank. Except as noted below, the Company Subordinated Indenture does not contain a covenant prohibiting us from selling or otherwise disposing of any shares of voting stock of Chase 12 16 Bank, or securities convertible into, or options, warrants or rights to purchase shares of voting stock of Chase Bank. The Company Subordinated Indenture also does not prohibit Chase Bank from issuing any shares of its voting stock or securities convertible into, or options, warrants or rights to purchase shares of its voting stock. However, the Company Subordinated Indenture does contain a covenant, which is for the exclusive benefit of the holders of the Antecedent Company Subordinated Indebtedness and which is subject to the provisions described below under "Consolidation, Merger and Sale of Assets," that we will not sell or otherwise dispose of any shares of voting stock of Chase Bank, or securities convertible into, or options, warrants or rights to purchase shares of, voting stock of Chase Bank, nor will we permit Chase Bank to issue any such shares of its voting stock or securities convertible into, or options, warrants or rights to purchase shares of its voting stock. However, that covenant does not prohibit: - - issuances or sales of directors' qualifying shares; - - issuances or sales of shares to us; - - sales or other dispositions or issuances for fair market value, as determined by our board of directors, so long as we would continue to own directly or indirectly not less than 80% of the issued and outstanding shares of the voting stock of Chase Bank; - - sales or other dispositions or issuances made in compliance with an order or direction of a court or regulatory authority of competent jurisdiction; and - - sales of voting stock by Chase Bank to its shareholders if those sales do not reduce the percentage of shares of voting stock owned by us. Defaults and Waivers. The Company Subordinated Indenture defines an event of default (1) with respect to Antecedent Company Subordinated Indebtedness, as any one of certain events of bankruptcy, insolvency and reorganization affecting J.P. Morgan Chase; and (2) with respect to Company Subordinated Securities, as any one of certain events of bankruptcy or reorganization affecting J.P. Morgan Chase and any other event described below as an event of default for a particular series. If an event of default occurs and is continuing with respect to any outstanding series of Company Subordinated Securities, the trustee or the holders of at least 25% in aggregate principal amount of that outstanding series may declare the principal, or, in the case of original issue discount Company Subordinated Securities, a specified amount of principal, of all Company Subordinated Securities of that series to be due and payable immediately in cash. Subject to specified conditions, the holders of not less than a majority in aggregate principal amount of the Company Subordinated Securities of that series may annul the declaration and waive past defaults. The right of the holders of the Company Subordinated Securities of a series to demand payment in cash upon the occurrence and continuance of an event of default continues to exist so long as the Company Subordinated Securities of that series have not been exchanged or converted. Any right to enforce that payment in cash would, in the event of our bankruptcy or reorganization, be subject to the broad equity powers of a Federal bankruptcy court and to its determination of the nature and status of the payment claims of the holders of the Company Subordinated Securities. Prior to any declaration of acceleration, the holders of a majority in aggregate principal amount of the applicable series of Company Subordinated Securities may waive any past default or event of default, except a payment default. Unless otherwise provided in the terms of a series of Company Subordinated Securities, there is no right of acceleration of the payment of principal of the Company Subordinated Securities of that series upon a default in the payment of principal or interest or a default in the performance of any covenant or agreement in the Company Subordinated Securities or the Company Subordinated Indenture. In the event of a default in the payment of interest or principal (including a default in the delivery of any Capital Securities in exchange for Company Subordinated Securities) or in the performance of any covenant or agreement in the Company Subordinated Securities or the Company Subordinated Indenture, the trustee may, subject to specified limitations and conditions, seek to enforce that payment (or delivery) or the performance of that covenant or agreement. The Company Subordinated Indenture requires the trustee, within 90 days after the occurrence of a default with respect to Company Subordinated 13 17 Securities of any series, to give the holders of that series notice of all uncured defaults known to it. However, except in cases involving our bankruptcy or reorganization, a payment default or a default in the obligation to deliver Capital Securities in exchange for Company Subordinated Securities, the trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. We are required to furnish to the trustee annually an officers' certificate as to the absence of defaults under the Company Subordinated Indenture. The term "default" for purposes of this provision includes the events of default specified above without grace periods or notice. Other than the duties of the trustee to act with the required standard of care during a default, the trustee is not obligated to exercise any of its rights or powers under the Company Subordinated Indenture at the request or direction of any of the holders of the Company Subordinated Securities, unless those holders have offered the trustee reasonable security or indemnity. Subject to that provision for security or indemnity, the holders of a majority in principal amount of the Company Subordinated Securities of any series then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power conferred on, the trustee with respect to the Company Subordinated Securities of that series. Modification of the Indenture. The Company Subordinated Indenture contains provisions permitting us and the trustee to modify the Company Subordinated Indenture or the rights of the holders of the Company Subordinated Securities with the consent of the holders of not less than a majority in principal amount of each outstanding series of the Company Subordinated Securities affected by the modification. However, no such modification may, without the consent of each holder of Company Subordinated Securities affected by the modification: - - change the stated maturity date of the principal of, or any installment of principal of or interest on, any Company Subordinated Security; - - reduce the principal amount of, or premium, if any, or interest, if any, on any Company Subordinated Security; - - reduce the portion of the principal amount of an original issue discount Company Subordinated Security payable upon acceleration of the maturity of that Company Subordinated Security; - - reduce any amount payable upon redemption of any Company Subordinated Security; - - change the place or places where, or the currency in which, any Company Subordinated Security or any premium or interest is payable; - - change the definition of market value; - - impair the right of any holders of Company Subordinated Securities of any series to receive on any exchange date for Company Subordinated Securities of that series Capital Securities with a market value equal to that required by the terms of the Company Subordinated Securities; - - impair the conversion rights, if any, of any holders; - - impair the right of a holder to institute suit for the enforcement of any payment on or with respect to any Company Subordinated Security, including any right of redemption at the option of the holder of that Company Subordinated Security, or impair any rights to the delivery of Capital Securities in exchange for any Company Subordinated Security or to require us to sell Capital Securities in a secondary offering or to require the delivery of common stock, Company Debt Securities or other property upon conversion of Company Subordinated Securities; - - reduce the above-stated percentage of Company Subordinated Securities of any series the consent of the holders of which is necessary to modify or amend the Company Subordinated Indenture, or reduce the percentage of Company Subordinated Securities of any series the holders of which are required to waive any past default or event of default; or - - modify the foregoing requirements. The Company Subordinated Indenture permits us and the trustee to amend the Company Subordinated Indenture without the consent of the holders of Company Subordinated Securities in the event of the merger of J.P. Morgan Chase, the replacement of the trustee, to effect modifications which do not affect any outstanding series of Company Subordinated Securities and for certain other purposes. Consolidation, Merger and Sale of Assets. We may not merge or consolidate with any other 14 18 corporation or sell or convey all or substantially all of our assets to any other corporation, unless: - - we are the continuing corporation or the successor corporation expressly assumes the payment of the principal of (including issuance and delivery of Capital Securities) and premium, if any, and interest, if any, on the Company Subordinated Securities and the performance and observance of all the covenants and conditions of the Company Subordinated Indenture binding upon us; and - - we or the successor corporation shall not, immediately after the merger, consolidation, sale or conveyance, be in default in the performance of any such covenant or condition. The principal terms of the Company Subordinated Securities issued and outstanding as of the date of this prospectus are set forth below. Unless otherwise indicated below, interest on each series listed below accrues at the annual rate indicated in the title of the series and is payable semiannually in arrears on the indicated interest payment dates to the registered holders on the preceding record date. Unless otherwise indicated below, Company Subordinated Securities of the series listed below are not redeemable prior to their stated maturity and are not subject to a sinking fund. 8 1/2% SUBORDINATED NOTES DUE 2002 - - Principal amount of series: $200,000,000 - - Maturity date: February 15, 2002 - - Interest payment dates: February 15 and August 15 - - Record dates: February 1 and August 1 - - Issuance date: February 10, 1992 - - Other terms: The happening of one or more of the following events will constitute an event of default: (1) default for 30 days in the payment of any installment of interest; (2) default in the payment, when due, of principal; (3) default, for 60 days after appropriate written notice, in the observance or performance of any of our other covenants or agreements with respect to this series; and (4) certain events of bankruptcy, insolvency and reorganization affecting us or the Bank. 8 5/8% SUBORDINATED DEBENTURES DUE 2002 - - Principal amount of series: $150,000,000 - - Maturity date: May 1, 2002 - - Interest payment dates: May 1 and November 1 - - Record dates: April 15 and October 15 - - Issuance date: May 6, 1992 8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002 - - Principal amount of series: $100,000,000 - - Maturity date: June 15, 2002 - - Interest payment dates: June 15 and December 15 - - Record dates: June 1 and December 1 - - Issuance date: June 23, 1992 7 5/8% SUBORDINATED NOTES DUE 2003 - - Principal amount of series: $200,000,000 - - Maturity date: January 15, 2003 - - Interest payment dates: January 15 and July 15 - - Record dates: January 1 and July 1 - - Issuance date: January 22, 1993 7 1/8% SUBORDINATED DEBENTURES DUE 2005 - - Principal amount of series: $200,000,000 - - Maturity date: March 1, 2005 - - Interest payment dates: March 1 and September 1 - - Record dates: February 15 and August 15 - - Issuance date: March 1, 1993 6 1/2% SUBORDINATED DEBENTURES DUE 2009 - - Principal amount of series: $200,000,000 - - Maturity date: January 15, 2009 - - Interest payment dates: January 15 and July 15 - - Record dates: January 1 and July 1 - - Issuance date: January 25, 1994 7 7/8% SUBORDINATED DEBENTURES DUE 2006 - - Principal amount of series: $150,000,000 - - Maturity date: July 15, 2006 - - Interest payment dates: January 15 and July 15 - - Record dates: January 1 and July 1 - - Issuance date: July 27, 1994 7 1/8% SUBORDINATED NOTES DUE 2007 - - Principal amount of series: $300,000,000 - - Maturity date: February 1, 2007 - - Interest payment dates: February 1 and August 1 15 19 - - Record dates: January 15 and July 15 - - Issuance date: January 29, 1997 7 1/4% SUBORDINATED NOTES DUE 2007 - - Principal amount of series: $300,000,000 - - Maturity date: June 1, 2007 - - Interest payment dates: June 1 and December 1 - - Record dates: May 15 and November 15 - - Issuance date: May 21, 1997 7 1/8% SUBORDINATED NOTES DUE 2009 - - Principal amount of series: $250,000,000 - - Maturity date: June 15, 2009 - - Interest payment dates: June 15 and December 15 - - Record dates: June 1 and December 1 - - Issuance date: June 12, 1997 6 3/8% SUBORDINATED NOTES DUE 2008 - - Principal amount of series: $200,000,000 - - Maturity date: February 15, 2008 - - Interest payment dates: February 15 and August 15 - - Record dates: February 1 and August 1 - - Issuance date: February 11, 1998 6 3/8% SUBORDINATED NOTES DUE APRIL 1, 2008 - - Principal amount of series: $250,000,000 - - Maturity date: April 1, 2008 - - Interest payment dates: April 1 and October 1 - - Record dates: March 15 and September 15 - - Issuance date: April 7, 1998 6% SUBORDINATED NOTES DUE 2009 - - Initial principal amount of series (subject to increase): $350,000,000 - - Maturity date: February 15, 2009 - - Interest payment dates: February 15 and August 15 - - Record dates: February 1 and August 1 - - Issuance date: February 23, 1999 7% SUBORDINATED NOTES DUE 2009 - - Initial principal amount of series (subject to increase): $500,000,000 - - Maturity date: November 15, 2009 - - Interest payment dates: May 15 and November 15 - - Record dates: May 1 and November 1 - - Issuance date: November 22, 1999 7.875% SUBORDINATED NOTES DUE 2010 - - Initial principal amount of series (subject to increase): $500,000,000 - - Maturity date: June 15, 2010 - - Interest payment dates: June 15 and December 15 - - Record dates: June 1 and December 1 - - Issuance date: June 9, 2010 SUBORDINATED MEDIUM-TERM NOTES, SERIES A As of the date of this prospectus, $1,170,000,000 aggregate principal amount of Subordinated Medium-Term Notes, Series A (the "Subordinated Series A Notes") is or is scheduled to become issued and outstanding. In the table below we specify the following terms of those Subordinated Series A Notes: - Issuance date; - Principal amount; - Maturity date; - Interest rate and redemption dates, if any. The Subordinated Series A Notes are not subject to a sinking fund and are not redeemable unless a redemption date is indicated below. Unless otherwise indicated below, Subordinated Series A Notes that are redeemable are redeemable at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
PRINCIPAL MATURITY INTEREST RATE/REDEMPTION ISSUANCE DATE AMOUNT DATE TERMS - ------------- --------- -------- ------------------------ April 5, 1995............... $ 15,000,000 ......... April 5, 2005............... 10%; converts to LIBOR reset semiannually on April 5, 1999 but in no event shall the rate be less than 3%
16 20
PRINCIPAL MATURITY INTEREST RATE/REDEMPTION ISSUANCE DATE AMOUNT DATE TERMS - ------------- --------- -------- ------------------------ May 24, 1995................ $ 15,000,000 ......... May 24, 2002................ 7.11%; redeemable semi- annually on or after May 24, 2000 May 25, 1995................ 25,000,000 ......... May 25, 2007................ 7.73%; redeemable semi- annually on or after May 25, 2000 June 15, 1995............... 10,000,000 ......... June 15, 2010............... 7.25%; redeemable monthly on or after June 15, 2000 March 24, 1997.............. 250,000,000 ......... March 24, 2027.............. Zero coupon; redeemable in whole only annually on or after March 24, 2007 at prices varying with the redemption date. March 24, 1997.............. 100,000,000 ......... March 24, 2027.............. Zero coupon; redeemable in whole only annually on or after March 24, 2007 at prices varying with the redemption date. September 24, 1997.......... 100,000,000 ......... September 15, 2006.......... 6.75% November 5, 1997............ 20,000,000 ......... November 5, 2012............ 7.00%; redeemable semi- annually on or after November 5, 2001 November 20, 1997........... 25,000,000 ......... November 20, 2017........... 7.00%; redeemable semi- annually on or after November 20, 2001 March 24, 1997.............. 100,000,000 ......... March 24, 2027.............. Zero coupon; redeemable in whole only annually on or after March 24, 2007 at prices varying with the redemption date. September 24, 1997.......... 100,000,000 ......... September 15, 2006.......... 6.75% November 5, 1997............ 20,000,000 ......... November 5, 2012............ 7.00%; redeemable semi- annually on or after November 5, 2001 November 20, 1997........... 25,000,000 ......... November 20, 2017........... 7.00%; redeemable semi- annually on or after November 20, 2001 July 30, 1999............... 25,000,000 ......... July 30, 2009............... 7.00%; redeemable in whole only quarterly on or after July 30, 2002 August 20, 1999............. 55,000,000 ......... August 20, 2009............. 7.40%; redeemable in whole only semi-annually on or after August 20, 2002 August 27, 1999............. 25,000,000 ......... August 27, 2009............. 7.55%; redeemable in whole only semi-annually on or after August 27, 2002 August 27, 1999............. 40,000,000 ......... August 27, 2009............. 7.375%; redeemable in whole only semi-annually on or after August 27, 2002 November 26, 1999........... 45,000,000 ......... November 26, 2014........... 7.50%; redeemable in whole only quarterly on or after November 26, 2002 February 22, 2000........... 75,000,000 ......... February 22, 2010........... 8%; redeemable in whole or in part [semi-annually] on or after February 22, 2003
17 21
PRINCIPAL MATURITY INTEREST RATE/REDEMPTION ISSUANCE DATE AMOUNT DATE TERMS - ------------- --------- -------- ------------------------ February 28, 2000........... $ 25,000,000 ......... March 2, 2015............... 8.05%; redeemable in whole or in part semi-annually on or after February 28, 2003 May 24, 2000................ 25,000,000 ......... June 1, 2015................ 8.15%; redeemable in whole only semi-annually on or after June 1, 2003 August 18, 2000............. 50,000,000 ......... August 18, 2015............. 8.00%; redeemable in whole only semi-annually on or after August 18, 2003
SUBORDINATED MEDIUM-TERM NOTES, SERIES B As of the date of this prospectus, $177,250,000 aggregate principal amount of our Subordinated Medium-Term Notes, Series B (the "Subordinated Series B Notes") is issued and outstanding. In the table below we specify the following terms of those Subordinated Series B Notes: - Issuance date; - Principal amount; - Maturity date; - Interest rate and redemption dates, if any. The Subordinated Series B Notes are not subject to a sinking fund and are not redeemable unless a redemption date is indicated below. Unless otherwise indicated below, Subordinated Series B Notes that are redeemable are redeemable at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE RATE ------------- --------- ------------- ---- March 31, 1995.............. $ 1,250,000 ......... August 30, 2004............. Zero Coupon April 7, 1995............... 3,000,000 ......... April 7, 2002............... Zero Coupon April 28, 1995.............. 8,500,000 ......... May 15, 2005................ 7.60%; redeemable monthly on or after May 15, 2000 May 5, 1995................. 8,000,000 ......... May 15, 2005................ 7.60%; redeemable monthly on or after May 15, 2000 May 12, 1995................ 4,750,000 ......... May 15, 2005................ 7.60%; redeemable monthly on or after May 15, 2000 May 17, 1995................ 25,000,000 ......... June 17, 2005............... 7.50%; redeemable monthly on or after May 17, 2000 May 19, 1995................ 3,000,000 ......... June 15, 2005............... 7.25%; redeemable monthly on or after June 15, 2000 May 25, 1995................ 50,000,000 ......... May 15, 2010................ 7.50%; redeemable in whole only semi-annually on or after May 15, 2000 May 26, 1995................ 1,250,000 ......... June 15, 2005............... 7.15%; redeemable monthly on or after June 15, 2000 June 2, 1995................ 2,500,000 ......... June 15, 2005............... 7.15%; redeemable monthly on or after June 15, 2000 June 30, 1995............... 15,000,000 ......... June 15, 2007............... 7.05%; redeemable semi- annually on or after June 15, 2000 July 28, 1995............... 25,000,000 ......... July 15, 2010............... 7.58%; redeemable in whole only semi-annually on or after July 15, 2000 August 1, 1995.............. 15,000,000 ......... August 15, 2005............. 7.125%; redeemable monthly on or after August 15, 2000 August 25, 1995............. 15,000,000 ......... August 25, 2010............. 7.35%; redeemable monthly on or after August 25, 2000
18 22 INFORMATION CONCERNING THE TRUSTEES J.P. Morgan Chase, Chase Bank and some of our other subsidiaries maintain deposits and conduct other banking transactions with the trustees under each of the Company Indentures in the ordinary course of business. U.S. Bank Trust National Association is also trustee under the Heritage Chase Subordinated Indenture and the Heritage JPM Indentures referred to under "Description of Heritage J.P. Morgan Debt Securities" below and under our Indenture, dated as of November 10, 1996, as amended, with respect to our junior subordinated indebtedness supporting the capital securities of Heritage JPM Capital Trust I and Heritage JPM Capital Trust II (the "Heritage JPM Junior Subordinated Indenture"). Bankers Trust Company is also trustee under the Heritage Chase Senior Indenture referred to below. HERITAGE CHASE DEBT SECURITIES In connection with our merger with The Chase Manhattan Corporation ("heritage Chase"), we assumed the obligations of heritage Chase with respect to senior debt securities described below (the "Heritage Chase Senior Securities") and subordinated debt securities described below (the "Heritage Chase Subordinated Securities," and together with the Heritage Chase Senior Securities, the "Heritage Chase Debt Securities"). The following summary of the provisions of the Heritage Chase Debt Securities and the indentures under which they were issued (the "Heritage Chase Indentures") is not complete. You should refer to the Heritage Chase Indentures, copies of which are exhibits to the registration statement. We have issued the Heritage Chase Senior Securities under an Indenture, dated as of July 1, 1986 (as amended, the "Heritage Chase Senior Indenture"), between us and Bankers Trust Company, as Trustee. We have issued the Heritage Chase Subordinated Securities under an Indenture, dated as of May 1, 1987, as amended and restated as of September 1, 1993 (as amended, the "Heritage Chase Subordinated Indenture"), between us and U.S. Bank Trust National Association, as trustee. HERITAGE CHASE SENIOR SECURITIES The Heritage Chase Senior Securities are our direct, unsecured general obligations and constitute senior indebtedness having the same rank as our other senior indebtedness. Limitation on Disposition of Voting Stock of Chase Bank. The Heritage Chase Senior Indenture contains a covenant by us that, so long as any Heritage Chase Senior Securities are outstanding, we will not create a security interest in more than 20% of the shares of voting stock of Chase Bank, or permit more than 20% of those shares (exclusive of directors' qualifying shares) to be held directly or indirectly other than by (1) us or (2) a corporation that is wholly-owned (except for directors' qualifying shares) by us. Defaults and Waivers. The Heritage Chase Senior Indenture defines an event of default with respect to any series of Heritage Chase Senior Securities as any one or more of the following events: (1) default in the payment of interest on any Heritage Chase Senior Securities of that series for a period of 30 days; (2) default in the payment of the principal of (or premium, if any, on) any Heritage Chase Senior Securities of that series; (3) default in performance of any of our covenants or warranties contained in the Heritage Chase Senior Indenture for the benefit of Heritage Chase Senior Securities of that series for a period of 60 days after notice of the default or breach has been given to us; (4) certain events of bankruptcy, insolvency or reorganization of J.P. Morgan Chase; and (5) any other event of default specified with respect to the Heritage Chase Senior Securities of that series. If an event of default occurs and is continuing with respect to the Heritage Chase Senior Securities of any series, the trustee or the holders of not less than 25% in principal amount of the Heritage Chase Senior Securities of that series then outstanding may declare the principal of the Heritage Chase Senior Securities of that series or, if the Heritage Chase Senior Securities of that series were issued as original issue discount Heritage Chase Senior Securities, a specified portion of that principal amount, to be due and payable immediately. Under specified conditions the holders of not less than a majority in principal amount of the Heritage Chase Senior Securities of that series may annul the declaration and waive past defaults. 19 23 The Heritage Chase Senior Indenture requires the trustee, within 90 days after the occurrence of a default known to it with respect to any outstanding series of Heritage Chase Senior Securities, to give the holders of that series notice of the default if uncured or not waived. The trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. However, the trustee may not withhold the notice in the case of a payment default. The trustee may not give the above notice until 30 days after the occurrence of a default in the performance of a covenant in the Heritage Chase Senior Indenture other than a covenant to make payment. The term "default" for the purposes of this provision means any event which is, or after notice or lapse of time or both would become, an event of default with respect to Heritage Chase Senior Securities of that series. Other than the duty to act with the required standard of care during a default, the trustee is not obligated to exercise any of its rights or powers under the Heritage Chase Senior Indenture at the request or direction of the holders, unless the holders have offered the trustee reasonable indemnity. Subject to that requirement for indemnity and other specified conditions, the holders of a majority in principal amount of the outstanding Heritage Chase Senior Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power conferred on, the trustee with respect to the Heritage Chase Senior Securities of that series. Modification of the Indenture. We and the trustee may modify the Heritage Chase Senior Indenture with the consent of the holders of not less than 66 2/3% in principal amount of the outstanding Heritage Chase Senior Securities of each series affected by the modification. However, no such modification may, without the consent of the holder of each outstanding Heritage Chase Senior Security affected by the modification: - - change the stated maturity of the principal of, or any installment of principal of or interest on, any Heritage Chase Senior Security; - - reduce the principal amount of any Heritage Chase Senior Security or change the rate of interest or the method of calculation of interest that security, except as provided in the Heritage Chase Senior Indenture or in the Heritage Chase Senior Security, or any premium payable upon the redemption of that security; - - change any obligation of ours to pay additional amounts under the Heritage Chase Senior Indenture; - - reduce the amount of principal of an original issue discount security payable upon acceleration of the maturity of that security; - - adversely affect the right of repayment, if any, at the option of the holder; - - change the currency in which any Heritage Chase Senior Security or any premium or any interest on that security is payable; - - impair the right to institute suit for the enforcement of any payment on any Heritage Chase Senior Security; - - reduce the percentage in principal amount of outstanding securities of any series the consent of whose holders is required for modification or amendment of or any waiver under the Heritage Chase Senior Indenture; - - change our obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, or our obligation, if any, to maintain an office or agency outside the United States; or - - modify provisions of the Heritage Chase Senior Indenture requiring consent of specified percentages of holders, except to increase any such percentage. We and the trustee may modify the Heritage Chase Senior Indenture without the consent of the holders of the Heritage Chase Senior Securities to evidence the merger of J.P. Morgan Chase or the replacement of the trustee or to make changes that do not become effective with respect to previously outstanding series and for certain other purposes. Consolidation, Merger and Sale of Assets. We may, without the consent of the holders of any of the Heritage Chase Senior Securities, consolidate with, merge into or transfer all or substantially all of our assets to any corporation organized and existing under the laws of the United States, any State or the District of Columbia, so long as the successor corporation assumes our obligations relating to the Heritage Chase Senior Securities and under the Heritage Chase Senior Indenture and no event of default has happened and is continu- 20 24 ing after giving effect to the transaction and so long as other specified conditions are met. The principal terms of the Heritage Chase Senior Securities issued and outstanding as of the date of this prospectus are set forth below. Interest on the below series accrues at the annual rate specified in the title of the series and is payable on the indicated interest payment dates to the registered holders on the preceding record date. 5 1/2% NOTES DUE 2001 - - Principal amount of series: $200,000,000 - - Maturity date: February 15, 2001 - - Interest payment dates: February 15 and August 15 - - Record dates: February 1 and August 1 - - Redemption: Not redeemable prior to maturity and not subject to a sinking fund. - - Issuance date: February 12, 1996 HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES B As of the date of this prospectus, $200,000,000 aggregate principal amount of Heritage Chase Senior Medium-Term Notes, Series B (the "Heritage Chase Senior Series B Notes"), is issued and outstanding. In the table below we specify the following terms of those Heritage Chase Senior Series B Notes: - - Issuance date; - - Principal amount; - - Maturity date; - - Interest rate. The Heritage Chase Senior Series B Notes are not subject to a sinking fund and are not redeemable prior to their stated maturity.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE - ------------- --------- ------------- ------------- March 29, 1996................. $50,000,000 ...................... March 29, 2006................. 6.85% March 29, 1996................. 50,000,000 ...................... March 29, 2001................. 6.43% March 29, 1996................. 25,000,000 ...................... March 29, 2001................. 6.45% March 29, 1996................. 50,000,000 ...................... March 29, 2001................. 6.43% March 29, 1996................. 25,000,000 ...................... March 29, 2001................. 6.50%
HERITAGE CHASE SENIOR MEDIUM-TERM NOTES, SERIES C The only series of Heritage Chase Senior Medium-Term Notes, Series C (the "Heritage Chase Senior Series C Notes"), issued and outstanding as of the date of this prospectus is $25,000,000 aggregate principal amount of Heritage Chase Senior Series C Notes issued on March 29, 1996. Those Heritage Chase Senior Series C Notes bear interest at an annual rate of 6.50% and mature on March 29, 2001. They are not subject to a sinking fund and are not subject to redemption prior to maturity. HERITAGE CHASE SUBORDINATED SECURITIES The Heritage Chase Subordinated Securities are our direct, unsecured general obligations. Payment of the principal of the Heritage Chase Subordinated Securities is subject to acceleration only in the event of our bankruptcy, insolvency or reorganization. Subordination. The Heritage Chase Subordinated Securities are subordinated, by their terms, to all of our obligations to our creditors, including Company Senior Indebtedness, Heritage JPM Senior Indebtedness (as defined below), Additional Senior Obligations and Derivative Obligations (as defined below), except obligations having the same rank as or ranking junior to the Heritage Chase Subordinated Securities (collectively, "Heritage Chase Senior Indebtedness"). We may not make any payment on the Heritage Chase Subordinated Securities, and no holder of Heritage Chase Subordinated Securities will be entitled to demand or receive any such payment unless we have paid in full all amounts of principal, premium, if any, and interest then due on all Heritage Chase Senior Indebtedness. See "Description of Company Debt Securities -- Company Subordinated Securities" for the amount of outstanding of Heritage Chase Senior Indebtedness (which is the same as the outstanding amount of Company Senior Indebtedness), as of 21 25 the date of this prospectus. In addition, for information regarding the relationship among the subordination provisions governing our various series of subordinated Debt Securities, see "Relationship Among Subordination Provisions" below. Limitation on Disposition of Voting Stock of Chase Bank. The Heritage Chase Subordinated Indenture contains a covenant for the exclusive benefit of the holders of Heritage Chase Subordinated Securities issued prior to October 1, 1992 that we will not create a security interest in more than 20% of the shares of the voting stock of Chase Bank or permit more than 20% of those shares, exclusive of directors' qualifying shares, to be held directly or indirectly other than by (1) us or (2) any corporation which is wholly-owned (except for directors' qualifying shares) by us. Defaults and Waivers. The Heritage Chase Subordinated Indenture defines an event of default with respect to Heritage Chase Subordinated Securities of any series as certain events involving our bankruptcy, insolvency or reorganization and any other events established as events of default for any series of Heritage Chase Subordinated Securities. If an event of default with respect to any outstanding series of Heritage Chase Subordinated Securities occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of that series may declare the principal amount, or, in the case of original issue discount Heritage Chase Subordinated Securities, a specified portion of the principal amount, of that series to be due and payable immediately in cash. Any right to enforce the payment in cash would be subject to the broad equity powers of a federal bankruptcy court and to its determination of the nature of the rights of the holders of the Heritage Chase Subordinated Securities of that series. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding Heritage Chase Subordinated Securities of that series may, under specified circumstances, annul the declaration. The Heritage Chase Subordinated Indenture requires the trustee, within 90 days after the occurrence of a default known to it with respect to any outstanding series, to give the holders of that series notice of the default if not cured or waived. The trustee may withhold the notice if it in good faith determines that the withholding of the notice is in the interest of those holders. However, the trustee may not withhold notice of a payment default. The trustee may not give the above notice until 30 days after the occurrence of a default in the performance of a covenant, other than a covenant to make payment. The term "default" for the purposes of this provision means any event that is, or after notice or lapse or time or both would become, an event of default with respect to a series of Heritage Chase Subordinated Securities. Other than the duty of the trustee during the continuance of an event of default to act with the required standard of care, the trustee is not obligated to exercise any of its rights or powers under the Heritage Chase Subordinated Indenture at the request or direction of any of the holders of the Heritage Chase Subordinated Securities of any series, unless those holders have offered the trustee reasonable indemnity. Subject to that requirement for indemnity, the holders of a majority in aggregate principal amount of the outstanding Heritage Chase Subordinated Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power conferred on, the trustee with respect to the Heritage Chase Subordinated Securities of that series. We are required to file annually with the trustee a written statement of officers as to the existence or non-existence of defaults. Modification of the Indenture. We and the trustee may modify the Heritage Chase Subordinated Indenture with the consent of the holders of not less than 66 2/3% in principal amount of the outstanding Heritage Chase Subordinated Securities of each series affected by the modification. However, no such modification may, without the consent of the holder of each Heritage Chase Subordinated Security affected by the modification: - - change the fixed maturity of the principal of, or any installment of principal of or interest on, any Heritage Chase Subordinated Security; - - reduce the principal amount of any Heritage Chase Subordinated Security; 22 26 - - change the rate or rates, or the method of ascertaining the rate or rates, of interest on any Heritage Chase Subordinated Security, except as provided in the Heritage Chase Subordinated Indenture or in the Heritage Chase Subordinated Securities, or any premium payable upon the redemption of any Heritage Chase Subordinated Security; - - reduce the portion of the principal amount of any original issue discount Heritage Chase Subordinated Security payable upon acceleration of the maturity thereof; - - change any place where, or the currency in which, the principal amount of, or any premium or interest on, any Heritage Chase Subordinated Security is payable; - - impair any right to institute suit for the enforcement of any right to receive payment, or, if applicable, to have delivered capital securities to be exchanged for a Heritage Chase Subordinated Security and to have those capital securities sold in a secondary offering to the extent provided in that Heritage Chase Subordinated Security and in the Heritage Chase Subordinated Indenture; - - modify the subordination provisions of the Heritage Chase Subordinated Indenture in a manner adverse to the holders; - - reduce the percentage in principal amount of outstanding Heritage Chase Subordinated Securities of the series required to approve any modification or alteration of, or any waiver under, the Heritage Chase Subordinated Indenture; or - - impair the right of any holder to receive on any exchange date capital securities with a market value equal to the amount established with respect to the series. We and the trustee may modify the Heritage Chase Subordinated Indenture without the consent of the holders of the Heritage Chase Subordinated Securities to evidence the merger of J.P. Morgan Chase or the replacement of the trustee or to make changes that do not become effective with respect to previously outstanding series and for certain other purposes. The principal terms of the Heritage Chase Subordinated Securities issued and outstanding as of the date of this prospectus are set forth below. Unless otherwise indicated below, interest on each series listed below accrues at the annual rate indicated in the title of the series and is payable semiannually in arrears on the interest payment dates indicated to the registered holders on the preceding record date indicated. Unless otherwise indicated below, the series listed below are not redeemable prior to their stated maturity and are not subject to a sinking fund. 9 3/8% SUBORDINATED NOTES DUE 2001 - - Principal amount of series: $200,000,000 - - Maturity date: July 1, 2001 - - Interest payment dates: January 1 and July 1 - - Record dates: June 15 and December 15 - - Issuance date: July 13, 1989 9 3/4% SUBORDINATED NOTES DUE 2001 - - Principal amount of series: $150,000,000 - - Maturity date: November 1, 2001 - - Interest payment dates: May 1 and November 1 - - Record dates: April 15 and October 15 - - Issuance date: November 13, 1991 7 1/2% SUBORDINATED NOTES DUE 2003 - - Principal amount of series: $200,000,000 - - Maturity date: February 1, 2003 - - Interest payment dates: February 1 and August 1 - - Record dates: January 15 and July 15 - - Issuance date: February 2, 1993 FLOATING RATE SUBORDINATED NOTES DUE 2003 - - Principal amount of series: $150,000,000 - - Maturity date: July 15, 2003 - - Interest rate: Floating rate reset quarterly based on an annual rate equal to the greater of (1) LIBOR plus 0.125% and (2) 4.35%, payable quarterly in arrears - - Interest payment dates: January 15, April 15, July 15 and October 15 - - Record dates: January 1, April 1, July 1 and October 1 - - Issuance date: July 15, 1993 23 27 FLOATING RATE SUBORDINATED NOTES DUE AUGUST 1, 2003 - - Principal amount of series: $100,000,000 - - Maturity date: August 1, 2003 - - Interest rate: Floating rate reset quarterly based on an annual rate equal to the greater of (1) LIBOR and (2) 4.50%, payable quarterly in arrears - - Interest payment dates: February 1, May 1, August 1 and November 1 - - Record dates: January 15, April 15, July 15 and October 15 - - Issuance date: August 5, 1993 6 1/2% SUBORDINATED NOTES DUE 2005 - - Principal amount of series: $200,000,000 - - Maturity date: August 1, 2005 - - Interest payment dates: February 1 and August 1 - - Record dates: January 15 and July 15 - - Issuance date: July 27, 1993 6 3/4% SUBORDINATED NOTES DUE 2008 - - Principal amount of series: $200,000,000 - - Maturity date: August 15, 2008 - - Interest payment dates: February 15 and August 15 - - Record dates: August 1 and February 1 - - Issuance date: August 17, 1993 6 1/8% SUBORDINATED NOTES DUE 2008 - - Principal amount of series: $100,000,000 - - Maturity date: October 15, 2008 - - Interest payment dates: April 15 and October 15 - - Record dates: April 1 and October 1 - - Issuance date: October 18, 1993 6 1/2% SUBORDINATED NOTES DUE 2009 - - Principal amount of series: $150,000,000 - - Maturity date: January 15, 2009 - - Interest payment dates: January 15 and July 15 - - Record dates: January 1 and July 1 - - Issuance date: January 24, 1994 6 1/4% SUBORDINATED NOTES DUE 2006 - - Principal amount of series: $200,000,000 - - Maturity date: January 15, 2006 - - Interest payment dates: January 15 and July 15 - - Record dates: January 1 and July 1 - - Issuance date: January 19, 1996 SUBORDINATED MEDIUM-TERM NOTES, SERIES B As of the date of this prospectus, $75,000,000 aggregate principal amount of Heritage Chase Subordinated Medium-Term Notes, Series B (the "Heritage Chase Subordinated Series B Notes"), is issued and outstanding. In the table below we specify the following terms of those Heritage Chase Subordinated Series B Notes: - Issuance date; - Principal amount; - Maturity date; - Interest rate and redemption dates, if any. The Heritage Chase Subordinated Series B Notes are not subject to a sinking fund and are not redeemable unless a redemption date is indicated below. Unless otherwise indicated below, the Heritage Chase Subordinated Series B Notes that are redeemable are redeemable at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS ------------- --------- ------------- ------------------------------ May 25, 1995................... $25,000,000 ......... May 15, 2010................... 7.625%; redeemable semi- annually on or after May 15, 2000 July 19, 1995.................. $25,000,000 ......... July 15, 2010.................. 7.20%; redeemable semi- annually on or after July 15, 1996 February 15, 1996.............. $25,000,000 ......... February 15, 2011.............. 6.60%; redeemable semi- annually on or after February 15, 2000
24 28 INFORMATION CONCERNING THE TRUSTEES We, Chase Bank and some of our other subsidiaries maintain deposits and conduct other banking transactions with the trustees under each of the Heritage Chase Indentures in the ordinary course of business. U.S. Bank Trust National Association is also trustee under the Company Subordinated Indenture, the Heritage JPM Indentures referred to below and under the Heritage JPM Junior Subordinated Indenture. Bankers Trust Company is also trustee under the Company Senior Indenture. DESCRIPTION OF HERITAGE J.P. MORGAN DEBT SECURITIES In connection with our merger with J.P. Morgan, we assumed the obligations of J.P. Morgan with respect to senior debt securities described below (the "Heritage JPM Senior Securities") and subordinated securities described below (the "Heritage JPM Subordinated Securities", and together with the Heritage JPM Senior Securities, the "Heritage JPM Debt Securities"). The following summary of the provisions of the Heritage JPM Debt Securities and the indentures under which they were issued (the "Heritage JPM Indentures") is not complete. You should refer to the Heritage JPM Indentures, copies of which are exhibits to the registration statement. We have issued the Heritage JPM Senior Securities under an Indenture, dated as of August 15, 1982 (as amended, the "Heritage JPM Senior Indenture"), between us and U.S. Bank Trust National Association, as trustee. We have issued the Heritage JPM Subordinated Securities under two indentures. We refer to the Heritage JPM Subordinated Securities issued under the Indenture, dated as of December 1, 1986 (as amended, the "Heritage JPM 1986 Subordinated Indenture"), between us and U.S. Bank Trust National Association, as trustee, as the "Heritage JPM 1986 Subordinated Indenture Securities." We refer to the Heritage JPM Subordinated Securities issued under the Indenture, dated as of March 1, 1993 (as amended, the "Heritage JPM 1993 Subordinated Indenture"), between us and U.S. Bank Trust National Association, as trustee, as the "Heritage JPM 1993 Subordinated Indenture Securities." HERITAGE JPM SENIOR SECURITIES The Heritage JPM Senior Securities are our direct, unsecured obligations. The Heritage JPM Senior Securities constitute Heritage JPM Senior Indebtedness, as defined below, under the Heritage JPM 1986 Subordinated Indenture and the Heritage JPM 1993 Subordinated Indenture and have the same rank as our other senior indebtedness. For a definition of Heritage JPM Senior Indebtedness, see "Description of J.P. Morgan Debt Securities -- Heritage JPM 1986 Subordinated Indenture Securities -- Subordination" below. Defaults and Waivers. The Heritage JPM Senior Indenture defines an event of default with respect to any series of Heritage JPM Senior Securities as any one or more of the following events: (1) default for 30 days in payment of any interest; (2) default in payment of principal or premium or any sinking fund installment when due, either at maturity, upon redemption, by declaration or otherwise; (3) default in the performance of any other covenant or warranty contained in the Heritage JPM Senior Indenture which has not been remedied for a period of 90 days after notice given as specified in the Heritage JPM Senior Indenture; and (4) certain events of bankruptcy, insolvency or reorganization of J.P. Morgan Chase. If an event of default as described in clause (1), (2) or (3) above occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the Heritage JPM Senior Securities of the affected series then outstanding, with each series voting as a separate class in the case of an event of default described in clause (1) or (2) above or together as a single class in the case of clause (3) above, may declare the principal of all outstanding Heritage JPM Senior Securities of the affected series and the interest accrued on those securities, if any, to be due and payable immediately. If an Event of Default described in clause (4) occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of all Heritage JPM Senior Securities then outstanding may declare the principal then 25 29 outstanding and the interest accrued thereon, if any, to be due and payable immediately. Under specified conditions, the holders of a majority in principal amount of the applicable series may annul the declaration and waive past defaults, except for defaults in the payment of principal or premium or interest, if any. The Heritage JPM Senior Indenture requires the trustee to give the holders of any series notice of all defaults known to it within 90 days after the occurrence of the default. The trustee may withhold notice of any default, except a default in payment of principal of or interest or premium, if any, on the Heritage JPM Senior Securities, if the appropriate representative of the trustee determines that the withholding of the notice is in the interest of the holders of the series of Heritage JPM Senior Securities. The holders of a majority in principal amount of the outstanding Heritage JPM Senior Securities of each series affected, with each series voting as a separate class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or any power conferred upon the trustee with respect to that series, subject to limitations specified in the Heritage JPM Senior Indenture. However, subject to its duty to act with the required standard of care during a default, the trustee is under no obligation to exercise any of the powers vested in it at the request of the holders of the Heritage JPM Senior Securities unless those holders have offered the trustee reasonable indemnity against expenses and liabilities. Each year we must deliver to the trustee a written statement as to the absence of defaults under the Heritage JPM Senior Indenture. Modification of the Indenture. We and the trustee may modify the Heritage JPM Senior Indenture or any supplemental indenture or the rights of the holders of the Heritage JPM Senior Securities with the consent of holders of not less than 66 2/3% in principal amount of the outstanding Heritage JPM Senior Securities of all series affected by the modification, voting as one class. However, no such modification may, without the consent of each holder affected: - - extend the final maturity of any Heritage JPM Senior Security; - - reduce the principal amount of any Heritage JPM Senior Security; - - change the method in which the amounts of principal or interest are determined; - - reduce the rate or extend the time of payment of interest on any Heritage JPM Senior Security; - - change the currency or currency unit of payment of any Heritage JPM Senior Security; - - reduce any amount payable upon redemption of any Heritage JPM Senior Security; - - reduce the portion of the principal amount of an original issue discount Heritage JPM Senior Security due upon acceleration of maturity or provable in bankruptcy; - - impair or affect the right of a holder to institute suit for the payment of any Heritage JPM Senior Security, or, if applicable, any right of repayment at the option of the holder; or - - reduce the percentage of Heritage JPM Senior Securities of any series the consent of the holders of which is required for any supplemental indenture. We and the trustee may modify the Heritage JPM Senior Indenture without the consent of the holders of the Heritage JPM Senior Securities to evidence the merger of J.P. Morgan Chase or the replacement of the trustee and for other specified purposes. Consolidations, Mergers and Sales of Assets. We may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets, unless: - - either we are the continuing corporation or the successor corporation is a corporation organized under the laws of the United States or any state and expressly assumes the payment of the principal of and interest on the Heritage JPM Senior Securities and the performance and observance of all the covenants and conditions of the Heritage JPM Senior Indenture binding upon us, and - - J.P. Morgan Chase or the successor corporation, as applicable, is not, immediately after the merger, consolidation, sale or conveyance, in default in the performance of any covenant or condition of the Heritage JPM Senior Indenture. 26 30 The principal terms of the Heritage JPM Senior Securities issued and outstanding as of the date of this prospectus are set forth below. 5.75% NOTES DUE FEBRUARY 25, 2004 - - Principal amount of series: $1,000,000,000 - - Maturity date: February 25, 2004 - - Interest payment dates: February 25 and August 25 - - Record dates: The fifteenth calendar day prior to the interest payment dates - - Issuance date: February 25, 1999 HERITAGE JPM SENIOR MEDIUM-TERM NOTES, SERIES A As of the date of this prospectus, $5,196,055,000 aggregate principal amount of Senior Medium-Term Notes, Series A, originally issued by J.P. Morgan (the "Heritage JPM Senior Medium-Term Notes") is issued and outstanding. In the table below we specify the following terms of those Heritage JPM Senior Medium-Term Notes: - - Issuance date; - - Principal amount; - - Maturity date; - - Interest rate; The Heritage JPM Senior Medium-Term Notes are not subject to a sinking fund. Unless otherwise indicated below, the Heritage JPM Senior Medium-Term Notes are not redeemable prior to their stated maturity. Unless otherwise indicated below, Heritage JPM Senior Medium-Term Notes that are redeemable are redeemable at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS - ------------- ---------------- ------------- ------------------------------ March 15, 1996......... $ 30,000,000 March 15, 2006......... LIBOR Telerate reset quarterly + 0.40%; redeemable in whole only quarterly March 15, 1996......... 25,000,000 March 15, 2001......... 6.25% April 1, 1996.......... 25,000,000 April 1, 2006.......... LIBOR Telerate reset quarterly + 0.42%; redeemable in whole only quarterly April 12, 1996......... 15,000,000 April 12, 2006......... LIBOR Telerate reset quarterly + 0.40%; redeemable in whole only quarterly June 5, 1996........... 5,000,000 June 5, 2006........... LIBOR Telerate reset quarterly + 0.50%; June 5, 1996........... 10,000,000 June 5, 2003........... LIBOR Telerate reset quarterly + 0.50% June 21, 1996.......... 15,000,000 June 21, 2006.......... LIBOR Telerate reset quarterly + 0.45% July 5, 1996........... 5,000,000 July 5, 2006........... LIBOR Telerate reset quarterly + 0.50% July 10, 1996.......... 5,000,000 July 10, 2006.......... LIBOR Telerate reset quarterly + 0.50%; redeemable in whole only quarterly August 16, 1996........ 5,000,000 August 18, 2006........ LIBOR Telerate reset quarterly + 0.50%; subject to a maximum rate of 9.25% August 12, 1996........ 25,000,000 August 12, 2003........ LIBOR Telerate reset quarterly + 1.50%; redeemable in whole only quarterly December 16, 1996...... 5,000,000 December 16, 2006...... LIBOR Telerate reset quarterly + 0.40%; redeemable in whole only quarterly December 16, 1996...... 5,000,000 December 16, 2006...... LIBOR Telerate reset quarterly + 0.45%; redeemable in whole only quarterly December 20, 1996...... 10,000,000 December 20, 2006...... LIBOR Telerate reset quarterly + 0.33%; redeemable in whole only quarterly January 8, 1997........ 5,000,000 January 8, 2007........ LIBOR Telerate reset + 0.50%; redeemable in whole only quarterly January 29, 1997....... 12,000,000 January 29, 2007....... LIBOR Telerate reset quarterly + 0.80%; redeemable in whole only quarterly February 26, 1997...... 5,000,000 February 26, 2007...... LIBOR Telerate reset quarterly + 0.50%; redeemable in whole only quarterly February 26, 1997...... 5,000,000 February 26, 2007...... LIBOR Telerate reset + 0.50%; redeemable in whole only quarterly April 16, 1997......... 10,000,000 April 16, 2012......... 7.75%; redeemable in whole only quarterly May 15, 1997........... 5,000,000 May 15, 2007........... LIBOR Telerate reset quarterly + 0.50%; redeemable in whole only quarterly May 21, 1997........... 5,000,000 May 21, 2002........... LIBOR Telerate reset + 0.85% for one year; 7.50% thereafter; redeemable in whole only quarterly May 21, 1997........... 10,000,000 May 21, 2007........... LIBOR Telerate reset quarterly + 0.60%; redeemable in whole only quarterly
27 31
ISSUANCE DATE PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS - ------------- ---------------- ------------- ------------------------------ June 27, 1997.......... $ 22,500,000 July 1, 2027........... 10-year CMT -- 0.060% from July 1, 1997 to July 1, 2007; LIBOR Telerate reset quarterly minus 0.30% to maturity; redeemable on July 1 once every three years on or after July 1, 2007 at prices varying with the redemption date August 12, 1997........ 25,000,000 August 13, 2007........ LIBOR Telerate reset quarterly + 1.80% for each day that LIBOR is less than 9.0%; redeemable in whole only quarterly August 13, 1997........ 25,000,000 August 13, 2007........ LIBOR Telerate reset quarterly + 0.55%; maximum rate of 8.25%; redeemable in whole only quarterly August 20, 1997........ 6,000,000 August 20, 2012........ 7.126%; redeemable in whole only on August 20, 2002 September 24, 1997..... 20,000,000 September 24, 2007..... LIBOR Telerate reset quarterly + 0.50%; maximum rate of 8.50%; redeemable in whole only quarterly September 26, 1997..... 5,000,000 September 27, 2002..... LIBOR Telerate reset + 0.20% for two years; 7% thereafter October 6, 1997........ 13,000,000 October 5, 2007........ LIBOR Telerate reset quarterly + 0.50%; maximum rate of 8% February 12, 1998...... 250,000,000 February 12, 2001...... LIBOR Telerate reset quarterly minus 0.05% April 27, 1998......... 100,000,000 April 27, 2001......... Federal Funds Rate reset daily + 0.2375% April 27, 1998......... 50,000,000 April 27, 2001......... LIBOR Telerate reset monthly May 22, 1998........... 5,000,000 May 22, 2001........... 5.95% January 14, 1999....... 75,000,000 January 14, 2002....... LIBOR Telerate reset quarterly + 0.15% January 28, 1999....... 100,000,000 January 28, 2002....... LIBOR Telerate reset quarterly + 0.20% February 8, 1999....... 200,000,000 February 8, 2001....... LIBOR Telerate reset quarterly + 0.16% March 16, 1999......... 60,000,000 March 14, 2001......... LIBOR Telerate reset quarterly + 0.05% March 31, 1999......... 10,000,000 April 1, 2004.......... LIBOR Telerate reset monthly + 0.15% May 4, 1999............ 50,000,000 May 4, 2001............ Federal Funds reset daily + 0.25% May 19, 1999........... 30,000,000 May 18, 2001........... LIBOR Telerate reset quarterly + 0.05% June 18, 1999.......... 125,000,000 June 18, 2001.......... LIBOR Telerate reset monthly + 0.125% June 25, 1999.......... 62,000,000 June 25, 2001.......... LIBOR Telerate reset monthly + 0.15% July 27, 1999.......... 78,555,000 July 6, 2001........... 5.75%; redeemable upon certain events involving U.S. tax treatment January 11, 2000....... 100,000,000 January 11, 2002....... LIBOR Telerate reset quarterly + 0.08% January 25, 2000....... 50,000,000 January 25, 2002....... LIBOR Telerate reset quarterly + 0.08% January 28, 2000....... 234,000,000 January 28, 2002....... LIBOR Telerate reset quarterly + 0.08% February 1, 2000....... 25,000,000 February 1, 2002....... LIBOR Telerate reset monthly + 0.11% February 23, 2000...... 38,000,000 February 23, 2001...... 6.80% March 6, 2000.......... 405,000,000 March 6, 2001.......... Prime Rate minus 2.84% March 15, 2000......... 2,500,000,000 March 16, 2001......... LIBOR Telerate reset monthly minus 0.01% June 5, 2000........... 285,000,000 June 6, 2001........... LIBOR Telerate reset monthly minus 0.03% July 12, 2000.......... 5,000,000 July 12, 2005.......... 7.290%
HERITAGE JPM 1986 SUBORDINATED INDENTURE SECURITIES The Heritage JPM 1986 Subordinated Indenture Securities are our direct, unsecured general obligations and are subordinated as described under "Subordination" below. The Heritage JPM 1986 Subordinated Indenture Securities are subject to acceleration only upon our bankruptcy, insolvency or reorganization. Subordination. The Heritage JPM 1986 Subordinated Indenture Securities are subordinate and junior in right of payment as provided in the Heritage JPM 1986 Subordinated Indenture to all our "Heritage JPM Senior Indebtedness," as defined below. We may not make payment on any Heritage JPM 1986 Subordinated Indenture Securities, and no holder of the Heritage JPM 1986 Subordinated Indenture Securities or any related coupon will be entitled to demand or receive any such payment: - - unless we have paid or duly provided for all amounts of principal, premium, if any, and interest then due on all Heritage JPM Senior Indebtedness; or 28 32 - - if, at the time of or immediately after giving effect to that payment there exists: - any event of default on any Heritage JPM Senior Indebtedness permitting the holders of that Heritage JPM Senior Indebtedness to accelerate its maturity thereof; or - any event which, with notice or lapse of time, or both, will become such an event of default. Upon any distribution of assets upon our dissolution, winding up, liquidation or reorganization the holders of Heritage JPM Senior Indebtedness will be entitled to receive payment in full of all principal, premium, if any, and interest before we may make any payment on the Heritage JPM 1986 Subordinated Indenture Securities. The subordination provisions do not prevent the occurrence of any event of default in respect of the Heritage JPM 1986 Subordinated Indenture Securities, as described below. "Heritage JPM Senior Indebtedness" means the principal of, premium, if any, and interest on (a) all of our indebtedness for money borrowed, whether outstanding on the date of execution of the Heritage JPM 1986 Subordinated Indenture or thereafter created, assumed or incurred and (b) any deferrals, renewals or extensions of any Heritage JPM Senior Indebtedness. Heritage JPM Senior Indebtedness does not include: - - the Heritage JPM Subordinated Securities; - - the Company Subordinated Securities; - - the Heritage Chase Subordinated Securities; and - - indebtedness that is by its terms expressly stated to be not superior in right of payment to the Heritage JPM 1986 Subordinated Indenture Securities or to have the same rank as the Heritage JPM 1986 Subordinated Indenture Securities, which we refer to in this prospectus as "Other Subordinated Indebtedness". See "Description of Company Debt Securities -- Company Subordinated Securities" for the amount of outstanding Heritage JPM Senior Indebtedness, which is the same as the outstanding amount of Company Senior Indebtedness, as of the date of this prospectus. In addition, for information regarding the relationship among the subordination provisions governing our various series of subordinated Debt Securities, see "Relationship Among Subordination Provisions" below. Defaults and Waivers. As to any series of Heritage JPM 1986 Subordinated Indenture Securities, the Heritage JPM 1986 Subordinated Indenture defines an event of default as: (1) default for 30 days in payment of any interest on the Heritage JPM 1986 Subordinated Indenture Securities of that series; (2) default in payment of principal of or premium, if any, on the Heritage JPM 1986 Subordinated Indenture Securities of that series when due either at maturity, upon redemption, by declaration or otherwise; (3) default in the payment of a sinking fund installment, if any, on the Heritage JPM 1986 Subordinated Indenture Securities of that series; (4) default by us in the performance of any other covenant or warranty contained in the Heritage JPM 1986 Subordinated Indenture for the benefit of that series that has not been remedied for a period of 90 days after notice given as specified in the Heritage JPM 1986 Subordinated Indenture; or (5) certain events of bankruptcy, insolvency and reorganization of J.P. Morgan Chase. If an event of default described in clause (5) above occurs and is continuing, either the trustee or the holders of not less than 25% in principal amount of all Heritage JPM 1986 Subordinated Indenture Securities then outstanding, voting as one class, by notice in writing to us, and to the trustee if given by the holders of Heritage JPM 1986 Subordinated Indenture Securities, may declare the entire principal or, in the case of original issue discount Heritage JPM 1986 Subordinated Indenture Securities, a specified portion of the principal, of all Heritage JPM 1986 Subordinated Indenture Securities then outstanding and the interest accrued on those securities, if any, to be due and payable immediately. Under specified conditions, the holders of a majority in principal amount of all Heritage JPM 1986 Subordinated Indenture Securities then outstanding may annul the declaration and waive past defaults, except for 29 33 defaults in the payment of principal of or interest or premium, if any. The Heritage JPM 1986 Subordinated Indenture requires the trustee to give the holders of any series of Heritage JPM 1986 Subordinated Indenture Securities notice of all defaults known to it within 90 days after the occurrence of the default. The Heritage JPM 1986 Subordinated Indenture provides that the trustee may withhold notice to the holders of Heritage JPM 1986 Subordinated Indenture Securities of any series of any default, except default in payment of principal of or interest or premium, if any, on those Heritage JPM 1986 Subordinated Indenture Securities or in the making of any sinking fund payment with respect to those Heritage JPM 1986 Subordinated Indenture Securities, if the appropriate representative of the trustee determines that the withholding of the notice is in the interest of the holders of the series of Heritage JPM 1986 Subordinated Indenture Securities. The holders of a majority in principal amount of the outstanding Heritage JPM 1986 Subordinated Indenture Securities of each series affected, with each series voting as a separate class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or any power conferred upon the trustee with respect to that series, subject to limitations specified in the Heritage JPM 1986 Subordinated Indenture. However, subject to its duty to act with the required standard of care during a default, the trustee is under no obligation to exercise any of the powers vested in it at the request of the holders of the Heritage JPM 1986 Subordinated Indenture Securities unless those holders have offered the trustee reasonable indemnity against expenses and liabilities. Each year we must deliver to the trustee a written statement as to the absence of defaults under the Heritage JPM 1986 Subordinated Indenture. Modification of the Indenture. We and the trustee may modify the Heritage JPM 1986 Subordinated Indenture or any supplemental indenture or the rights of the holders of the Heritage JPM Subordinated Indenture Securities with the consent of the holders of not less than a majority in principal amount of the outstanding Heritage JPM 1986 Subordinated Indenture Securities of all series affected by the modification, voting as one class. However, no such modification may, without the consent of each holder affected: - - extend the final maturity of any Heritage JPM 1986 Subordinated Indenture Security; - - reduce the principal amount of any Heritage JPM 1986 Subordinated Indenture Security; - - change the method in which the amounts of principal or interest are determined; - - reduce the rate or extend the time of payment of interest on any Heritage JPM 1986 Subordinated Indenture Security; - - change the currency or currency unit of payment of any Heritage JPM 1986 Subordinated Indenture Security; - - reduce any amount payable upon redemption of any Heritage JPM 1986 Subordinated Indenture Security; - - reduce the portion of the principal amount of an original issue discount Heritage JPM 1986 Subordinated Indenture Security due upon acceleration of maturity or provable in bankruptcy; - - impair or affect the right of a holder to institute suit for the payment of any Heritage JPM 1986 Subordinated Indenture Security, or, if applicable, any right of repayment at the option of the holder; or - - reduce the percentage of Heritage JPM 1986 Subordinated Indenture Securities of any series the consent of the holders of which is required for any supplemental indenture. We and the trustee may modify the Heritage JPM 1986 Subordinated Indenture without the consent of the holders of Heritage JPM 1986 Subordinated Indenture Securities to evidence the merger of J.P. Morgan Chase or the replacement of the trustee and for other specified purposes. Consolidations, Mergers and Sales of Assets. We may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets, unless: - - either we are the continuing corporation or the successor corporation is a corporation organized under the laws of the United States or any state and expressly assumes the payment of the principal of and interest on the Heritage JPM 1986 Subordinated Indenture Securities and the performance and observance of all the cove- 30 34 nants and conditions of the Heritage JPM 1986 Subordinated Indenture binding upon us; and - - J.P. Morgan Chase or the successor corporation, as applicable, is not, immediately after the merger, consolidation, sale or conveyance, in default in the performance of any covenant or condition of the Heritage JPM 1986 Subordinated Indenture. The principal terms of the Heritage JPM 1986 Subordinated Indenture Securities issued and outstanding as of the date of this prospectus are set forth below. Interest on the below series accrues at the annual rate indicated in the title of the series and is payable in arrears on the indicated payment dates to the registered holders on the preceding record date. Unless otherwise indicated below, the Heritage JPM 1986 Indenture Securities listed below are not redeemable prior to their stated maturity and are not subject to a sinking fund. 7 1/4% SUBORDINATED NOTES DUE JANUARY 15, 2002 - - Principal amount of series: $200,000,000 - - Maturity date: January 15, 2002 - - Interest payment dates: January 15 and July 15 - - Record dates: January 1 and July 1 - - Issuance date: January 16, 1992 8 1/2% SUBORDINATED NOTES DUE AUGUST 15, 2003 - - Principal amount of series: $150,000,000 - - Maturity date: August 15, 2003 - - Interest payment dates: February 15 and August 15 - - Record dates: February 1 and August 1 - - Issuance date: August 8, 1991 HERITAGE JPM 1993 SUBORDINATED INDENTURE The Heritage JPM 1993 Subordinated Indenture Securities are our direct, unsecured general obligations and are subordinated as described under "Subordination" below. The Heritage JPM 1993 Subordinated Indenture Securities are subject to acceleration only upon our bankruptcy or reorganization. Subordination. The Heritage JPM 1993 Subordinated Indenture Securities are subordinate and junior in right of payment as provided in the Heritage JPM 1993 Subordinated Indenture to all our Heritage JPM Senior Indebtedness, whether outstanding as of the date of the Heritage JPM 1993 Subordinated Indenture or thereafter incurred. We may not make any payment on the Heritage JPM 1993 Subordinated Indenture Securities, and no holder of the Heritage JPM 1993 Subordinated Indenture Securities or any related coupon will be entitled to demand or receive any such payment: - - unless we have paid or duly provided for all amounts of principal, premium, if any, and interest then due on all Heritage JPM Senior Indebtedness; or - - if, at the time of or immediately after giving effect to that payment there exists: - any event of default on any Heritage JPM Senior Indebtedness permitting the holders of that Heritage JPM Senior Indebtedness to accelerate its maturity; or - any event which, with notice or lapse of time, or both, will become such an event of default. Upon any distribution of assets upon our dissolution, winding up, liquidation or reorganization: - - the holders of Heritage JPM Senior Indebtedness will be entitled to receive payment in full of principal, premium, if any, and interest before we may make any payment on the Heritage JPM 1993 Subordinated Indenture Securities; and - - if, after giving effect to the operation of the preceding clause, amounts remain available for payment or distribution on the Heritage JPM 1993 Subordinated Indenture Securities and creditors in respect of Derivative Obligations have not received payment in full of amounts due or to become due on those Derivative Obligations, then we must apply those remaining amounts first to pay or provide for the payment in full of all Derivative Obligations before we may make any payment on the Heritage JPM 1993 Subordinated Indenture Securities. "Derivative Obligations" are defined in the Heritage JPM 1993 Subordinated Indenture as obligations of J.P. Morgan Chase to make payments on claims in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements. However, Derivative Obligations do not include claims in respect of Heritage JPM Senior Indebtedness or obligations that, by their terms, are expressly stated not to be superior in right of payment to 31 35 the Heritage JPM 1993 Subordinated Indenture Securities or to have the same rank as the Heritage JPM 1993 Subordinated Indenture Securities. For purposes of this definition, "claim" has the meaning assigned in Section 101(4) of the United States Bankruptcy Code in effect on the date of the Heritage JPM 1993 Subordinated Indenture. See "Description of Company Debt Securities -- Company Subordinated Securities" for the outstanding amount of Heritage JPM Senior Indebtedness (which is the same as the outstanding amount of Company Senior Indebtedness), as of the date of this prospectus. In addition, for information regarding the relationship among the subordination provisions governing our various series of subordinated indebtedness, see "Relationship Among Subordination Provisions" below. Defaults and Waivers. As to any series of Heritage JPM 1993 Subordinated Indenture Securities, the Heritage JPM 1993 Subordinated Indenture defines an event of default as: (1) default for 30 days in payment of any interest on the Heritage JPM 1993 Subordinated Indenture Securities of that series; (2) default in payment of principal of or premium, if any, on the Heritage JPM 1993 Subordinated Indenture Securities of that series when due, either at maturity, upon redemption, by declaration or otherwise; (3) default in the payment of a sinking fund installment, if any, on the Heritage JPM 1993 Subordinated Indenture Securities of that series; (4) default in the performance of any other covenant or warranty contained in the Heritage JPM 1993 Subordinated Indenture for the benefit of that series that has not been remedied for a period of 90 days after notice given as specified in the Heritage JPM 1993 Subordinated Indenture; or (5) certain events of bankruptcy or reorganization of J.P. Morgan Chase. If an event of default described in clause (5) above occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of all Heritage JPM 1993 Subordinated Indenture Securities then outstanding, voting as one class, by notice given to us, and to the trustee if given by the holders of Heritage JPM 1993 Subordinated Indenture Securities, may declare the principal or, in the case of original issue discount Heritage JPM 1993 Subordinated Indenture Securities, a specified portion of principal, of all Heritage JPM 1993 Subordinated Indenture Securities then outstanding and the interest accrued on those securities, if any, to be due and payable immediately. Under specified conditions, the holders of a majority in principal amount of all Heritage JPM 1993 Subordinated Indenture Securities may annul the declaration and waive past defaults, except for defaults in the payment of principal, or interest or premium, if any. The Heritage JPM 1993 Subordinated Indenture requires the trustee to give the holders of any series of Heritage JPM 1993 Subordinated Indenture Securities notice of all defaults known to it within 90 days after the occurrence of the default. The Heritage JPM 1993 Subordinated Indenture provides that the trustee may withhold notice to the holders of Heritage JPM 1993 Subordinated Indenture Securities of any series of any default, except default in payment of principal of or interest or premium, if any, on those Heritage JPM 1993 Subordinated Indenture Securities or in the making of any sinking fund payment with respect to such Heritage JPM 1993 Subordinated Indenture Securities, if the appropriate representative of the trustee determines that the withholding of the notice is in the interest of the holders of the series of Heritage JPM 1993 Subordinated Indenture Securities. The holders of a majority in principal amount of the outstanding Heritage JPM 1993 Subordinated Indenture Securities of each series affected, with each series voting as a separate class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or any power conferred upon the trustee with respect to that series, subject to limitations specified in the Heritage JPM 1993 Subordinated Indenture. However, subject to its duty to act with the required standard of care during a default, the trustee is under no obligation to exercise any of the powers vested in it at the request of the holders of the Heritage JPM 1993 Subordinated Indenture Securities unless the holders have offered to the trustee reasonable indemnity against expenses and liabilities. Each year we must deliver to the trustee a written statement as to the absence of defaults under the Heritage JPM 1993 Subordinated Indenture. 32 36 Modification of the Indenture. We and the trustee may modify the Heritage JPM 1993 Subordinated Indenture or any supplemental indenture or the rights of the holders of the Heritage JPM 1993 Subordinated Indenture Securities, with the consent of the holders of not less than a majority in principal amount of the Heritage JPM 1993 Subordinated Indenture Securities of all series affected by the modification, voting as one class. However no such modification may, without the consent of each holder affected: - - extend the final maturity of any Heritage JPM 1993 Subordinated Indenture Security; - - reduce the principal amount of any Heritage JPM 1993 Subordinated Indenture Security; - - reduce the rate or extend the time of payment of interest on any Heritage JPM 1993 Subordinated Indenture Security; - - change the currency or currency unit of payment of any Heritage JPM 1993 Subordinated Indenture Security; - - change the method in which amounts of payments of principal or interest on any Heritage JPM 1993 Subordinated Indenture Security are determined; - - reduce the portion of the principal amount of an original issue discount Heritage JPM 1993 Subordinated Indenture Security due and payable upon acceleration or provable in bankruptcy; - - reduce any amount payable upon redemption of any Heritage JPM 1993 Subordinated Indenture Security; - - impair or affect the right of a holder to institute suit for the payment of any Heritage JPM 1993 Subordinated Indenture Security or, if applicable, any right of repayment at the option of the holder; or - - reduce the percentage of Heritage JPM 1993 Subordinated Indenture Securities of any series the consent of the holders of which is required for any supplemental indenture. We and the trustee may modify the Heritage JPM 1993 Subordinated Indenture without the consent of the holders of Heritage JPM 1993 Subordinated Indenture Securities to evidence the merger of J.P. Morgan Chase or the replacement of the trustee and for certain other purposes. Consolidations, Mergers and Sales of Assets. We may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets, unless: - - either we are the continuing corporation or the successor corporation is a corporation organized under the laws of the United States or any State and expressly assumes the payment of the principal of and interest on the Heritage JPM 1993 Subordinated Indenture Securities and the performance and observance of all the covenants and conditions of the Heritage JPM 1993 Subordinated Indenture binding upon us; and - - J.P. Morgan Chase or the successor corporation, as applicable, is not, immediately after the merger, consolidation, sale or conveyance, in default in the performance of any covenant or condition in the Heritage JPM 1993 Subordinated Indenture. The principal terms of the Heritage JPM 1993 Subordinated Indenture Securities issued and outstanding on the date of this prospectus are set forth below. Interest on the below series accrues at the annual rate indicated in the title of the series and is payable on the indicated payment dates to the holders on the preceding record date. Unless otherwise indicated below, the Heritage JPM 1993 Subordinated Indenture Securities listed below are not redeemable prior to their stated maturity and are not subject to a sinking fund. 7 5/8% SUBORDINATED NOTES DUE SEPTEMBER 15, 2004 - - Principal amount of series: $500,000,000 - - Maturity date: September 15, 2004 - - Interest payment dates: March 15 and September 15 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: September 15, 1994 6 1/4% SUBORDINATED NOTES DUE DECEMBER 15, 2005 - - Principal amount of series: $300,000,000 - - Maturity date: December 15, 2005 - - Interest payment dates: June 15 and December 15 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: December 15, 1995 33 37 6.875% SUBORDINATED NOTES DUE JANUARY 15, 2007 - - Principal amount of series: $300,000,000 - - Maturity date: January 15, 2007 - - Interest payment dates: July 15 and January 15 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: January 21, 1997 6.70% SUBORDINATED NOTES DUE NOVEMBER 1, 2007 - - Principal amount of series: $350,000,000 - - Maturity date: November 1, 2007 - - Interest payment dates: May 1 and November 1 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: October 24, 1997 5 3/4% SUBORDINATED NOTES DUE OCTOBER 15, 2008 - - Principal amount of series: $150,000,000 - - Maturity date: October 15, 2008 - - Interest payment dates: April 15 and October 15 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: October 21, 1993 6 1/4% SUBORDINATED NOTES DUE JANUARY 15, 2009 - - Principal amount of series: $300,000,000 - - Maturity date: January 15, 2009 - - Interest payment dates: July 15 and January 15 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: January 28, 1994 7 1/4% SUBORDINATED NOTES DUE OCTOBER 1, 2010 - - Principal amount of series: $100,000,000 - - Maturity date: October 1, 2010 - - Interest payment dates: April 1 and October 1 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: September 29, 1995 - - Redemption: Redeemable at our option on interest payment dates on or after October 1, 2000, on at least 15 days' notice, at a redemption price equal to 100% principal and accrued interest. 6.61% SUBORDINATED NOTES DUE DECEMBER 15, 2010 - - Principal amount of series: $100,000,000 - - Maturity date: December 15, 2010 - - Interest payment dates: the fifteenth calendar day prior to each interest payment date - - Record dates: 1st day of each month - - Issuance date: December 15, 1995 - - Redemption: Redeemable at our option on or after December 15, 2000, semi-annually on each June 15 or December 15, 2000, on at least 30 days' notice, at a redemption price equal to 100% principal and accrued interest. 6 1/4% SUBORDINATED NOTES DUE FEBRUARY 15, 2011 - - Principal amount of series: $100,000,000 - - Maturity date: February 15, 2011 - - Interest payment dates: February 15 and August 15 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: February 15, 1996 SUBORDINATED NOTES DUE DECEMBER 24, 2012 - - Principal amount of series: $45,000,000 - - Maturity date: December 24, 2012 - - Interest payment dates: June 24 and December 24 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: November 24, 1997 - - Interest rate: If the 10-year Treasury rate was greater than or equal to 5.838% on December 17, 1997, the interest rate is 12.773%; if the 10-year Treasury rate was less than 5.838% on December 17, 1997, the interest rate is 0%. 8% SUBORDINATED NOTES DUE MAY 30, 2005 - - Principal amount of series: $100,000,000 - - Maturity date: May 30, 2005 - - Interest payment dates: May 30 and November 30 - - Record dates: The fifteenth calendar day prior to each interest payment date. - - Issuance date: May 30, 1995 HERITAGE JPM 1993 SUBORDINATED MEDIUM-TERM NOTES, SERIES A As of the date of this prospectus, $2,258,913,000 aggregate principal amount of Subordinated Medium-Term Notes, Series A (the "Heritage JPM 1993 Subordinated Medium-Term Notes"), originally issued 34 38 by J.P. Morgan under the Heritage JPM 1993 Subordinated Indenture is issued and outstanding. In the table below we specify the following terms of those Heritage JPM 1993 Subordinated Medium-Term Notes: - Issuance date; - Principal amount; - Maturity date; - Interest rate; Unless otherwise indicated below, the Heritage JPM 1993 Subordinated Medium-Term Notes are not subject to a sinking fund and are not redeemable prior to their stated maturity.
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS - ------------- --------- ------------- ------------------------------ March 22, 1996.............. $ 75,000,000 ......... March 15, 2011.............. 7.15%; redeemable in whole only semi-annually June 17, 1996............... 75,000,000 ......... June 15, 2011............... 7.6875; redeemable in whole only semi-annually July 24, 1996............... 5,200,000 ......... July 24, 2026............... LIBOR Telerate reset quarterly minus 0.22%; redeemable by holder on July 24 once every 5 years on or after July 24, 2006 at prices varying with the redemption date November 5, 1996............ 5,000,000 ......... November 5, 2026............ LIBOR Telerate reset quarterly minus 0.22%; redeemable by holder on November 5 once every 5 years on or after November 5, 2006 at prices varying with the redemption date February 14, 1997........... 200,000,000 ......... February 15, 2012........... Interest payments are based on the difference between the Reference CPI (as defined in the note) for the current interest payment period and the Reference CPI for the prior interest payment period February 26, 1997........... 750,000,000 ......... April 15, 2027.............. Zero coupon; redeemable in whole only annually at prices varying with the redemption date April 24, 1997.............. 350,000,000 ......... April 24, 2027.............. Zero coupon; redeemable in whole only annually at prices varying with the redemption date May 21, 1997................ 100,000,000 ......... May 15, 2027................ Zero coupon; redeemable in whole only annually at prices varying with the redemption date June 18, 1997............... 250,000,000 ......... June 18, 2027............... Zero coupon; redeemable in whole only annually at prices varying with the redemption date July 1, 1997................ 800,000,000 ......... July 1, 2027................ Zero coupon; redeemable in whole only annually at prices varying with the redemption date October 14, 1997............ 20,000,000 ......... October 14, 2012............ 7.00%; redeemable in whole only semi-annually October 31, 1997............ 100,000,000 ......... November 15, 2012........... 7.00%; redeemable in whole only semi-annually
35 39
PRINCIPAL ISSUANCE DATE AMOUNT MATURITY DATE INTEREST RATE/REDEMPTION TERMS - ------------- --------- ------------- ------------------------------ November 17, 1997........... $ 85,000,000 ......... December 15, 2017........... 7.00%; redeemable in whole only semi-annually December 1, 1997............ 10,000,000 ......... December 1, 2017............ Zero coupon; redeemable in whole only semi-annually December 4, 1997............ 58,000,000 ......... December 15, 2017........... 7.00%; redeemable in whole only semi-annually December 19, 1997........... 25,000,000 ......... December 19, 2017........... 7.00%; redeemable in whole only semi-annually February 19, 1998........... 5,000,000 ......... February 11, 2013........... 6.50%; redeemable in whole only semi-annually February 20, 1998........... 5,000,000 ......... February 20, 2008........... 6.25%; redeemable in whole only semi-annually February 19, 1998........... 5,000,000 ......... February 11, 2013........... 6.50%; redeemable in whole only semi-annually May 11, 1998................ 50,000,000 ......... May 11, 2005................ 6.00%; redeemable in whole only semi-annually June 30, 1998............... 100,000,000 ......... June 30, 2028............... Zero coupon; redeemable in whole only semi-annually January 25, 1999............ 1,000,000,000 ......... January 15, 2009............ 6.00%
INFORMATION CONCERNING THE TRUSTEES We, Chase Bank and some of our other subsidiaries maintain deposits and conduct other banking transactions with the trustee under the Heritage JPM Indentures in the ordinary course of business. U.S. Bank Trust National Association is also trustee under the Company Subordinated Indenture and the Heritage Chase Subordinated Indenture and under the Heritage JPM Junior Subordinated Indenture. RELATIONSHIP AMONG SUBORDINATION PROVISIONS No series of our subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities. However, Antecedent Company Subordinated Indebtedness is subordinated only to Company Senior Indebtedness while the other Company Subordinated Securities are subordinated to Company Senior Indebtedness and, in specified circumstances relating to our dissolution, winding-up, liquidation or reorganization, to Additional Senior Obligations. Antecedent Heritage JPM Subordinated Indebtedness, as defined below, is subordinated only to Heritage JPM Senior Indebtedness, while the other Heritage JPM Subordinated Securities are subordinated to Heritage JPM Senior Indebtedness and, in specified circumstances relating to our dissolution, winding-up, liquidation or reorganization, to Derivative Obligations (the meaning of which term is substantially identical to Additional Senior Obligations). Heritage Chase Subordinated Indebtedness is subordinated to all of our obligations to our creditors, including Company Senior Indebtedness, Heritage JPM Senior Indebtedness, Additional Obligations and Derivative Obligations, except any obligation that is expressly stated to have the same rank as, or to rank not senior to, the Assumed Heritage Chase Subordinated Indebtedness. The Heritage JPM 1993 Subordinated Indenture defines "Antecedent Heritage JPM Subordinated Indebtedness" as outstanding Heritage JPM subordinated indebtedness issued prior to March 1, 1993, as specified in the Heritage JPM 1993 Subordinated Indenture, and includes all 1986 Heritage JPM Subordinated Indenture Securities. As a result of the differences described above between the subordination provisions applicable to the Antecedent Company Subordinated Indebtedness, the other Company Subordinated Securities, the Antecedent Heritage JPM Subordinated Indebtedness, the other Heritage JPM Subordinated Securities and the Assumed Heritage Chase Subordinated Indebtedness, in the event of our dissolution, winding-up, liquidation or reorganization, the holders of Company Subordinated Securities and Heritage JPM Subordinated Securities may receive less, proportionately, than the holders of Antecedent Company Subordinated Indebtedness and Antecedent Heritage JPM Subordinated Indebtedness, but more, proportionately, than the holders of Assumed Heritage Chase Subordinated Indebtedness. 36 40 PERMANENT GLOBAL DEBT SECURITIES We have issued some series of the Debt Securities as permanent global Debt Securities. We deposited each permanent global Debt Security with, or on behalf of, The Depository Trust Company ("DTC"), as depositary, or its nominee and registered it in the name of a nominee of DTC. Except under the limited circumstances described below, permanent global Debt Securities are not exchangeable for definitive, certificated Debt Securities. Only institutions that have accounts with DTC or its nominee ("participants") or persons that may hold interests through participants may own beneficial interests in a permanent global Debt Security. DTC will maintain records reflecting ownership of beneficial interests by participants in the permanent global Debt Securities and transfers of those ownership interests. Participants will maintain records evidencing ownership of beneficial interests in the permanent global Debt Securities by persons that hold through those participants and transfers of those ownership interests within those participants. DTC has no knowledge of the actual beneficial owners of the Debt Securities. You will not receive written confirmation from DTC of your purchase, but we do expect that you will receive written confirmations providing details of the transaction, as well as periodic statements of your holdings from the participant through which you entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of those securities in definitive form. Those laws may impair your ability to transfer beneficial interests in a permanent global Debt Security. DTC has advised us that upon the issuance of a permanent global Debt Security and the deposit of that permanent global Debt Security with DTC, DTC will immediately credit, on its book-entry registration and transfer system, the respective principal amounts represented by that permanent global Debt Security to the accounts of its participants. We will make payment of principal of, and interest on, Debt Securities represented by a permanent global Debt Security to DTC or its nominee, as the case may be, as the registered owner and holder of the permanent global Debt Security representing those Debt Securities. DTC has advised us that upon receipt of any payment of principal of, or interest on, a permanent global Debt Security, DTC will immediately credit accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal amount of that permanent global Debt Security, as shown in the records of DTC. Standing instructions and customary practices will govern payments by participants to owners of beneficial interests in a permanent global Debt Security held through those participants, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Those payments will be the sole responsibility of those participants, subject to any statutory or regulatory requirements in effect from time to time. None of J.P. Morgan Chase, the trustees nor any of our other agents will have any responsibility or liability for any aspect of the records of DTC, any nominee or any participant relating to, or payments made on account of, beneficial interests in a permanent global Debt Security or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any participant relating to those beneficial interests. A permanent global Debt Security is exchangeable for definitive Debt Securities registered in the name of a person other than DTC or its nominee only if: (a) DTC notifies us that it is unwilling or unable to continue as Depositary for that permanent global Debt Security or DTC ceases to be registered under the Securities Exchange Act of 1934; (b) we determine in our discretion that the permanent global Debt Security will be exchangeable for definitive Debt Securities in registered form; or (c) there has occurred and is continuing an event of default or an event which, with notice or the lapse of time or both, would constitute an event of default under the Debt Securities. Any permanent global Debt Security that is exchangeable as described in the preceding sentence will be exchangeable in whole for definitive, certificated Debt Securities in registered form, of like tenor and of an equal aggregate principal amount as the permanent global Debt Security, in denominations of $1,000 and integral multiples of $1,000. The registrar will register the definitive 37 41 Debt Securities in the name or names instructed by DTC. We expect that those instructions may be based upon directions received by DTC from its participants with respect to ownership of beneficial interests in the permanent global Debt Security. We will make payment of any principal and interest on the definitive Debt Securities and will register transfers and exchanges of those definitive Debt Securities at the corporate trust office of the respective transfer agent and registrar in the Borough of Manhattan, The City of New York. However, we may elect to pay interest by check mailed to the address of the person entitled to that interest payment as of the record date, as shown on the register for the Debt Securities. Except as provided above, as an owner of a beneficial interest in a permanent global Debt Security, you will not be entitled to receive physical delivery of Debt Securities in definitive form and will not be considered a holder of Debt Securities for any purpose under the indentures. No permanent global Debt Security will be exchangeable except for another permanent global Debt Security of like denomination and tenor to be registered in the name of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and the participant through which you own your interest to exercise any rights of a holder under the permanent global Debt Security or the applicable indenture. We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial interest in a permanent global Debt Security desires to take any action that a holder is entitled to take under the Debt Securities or the indentures, DTC would authorize the participants holding the relevant beneficial interests to take that action, and those participants would authorize beneficial owners owning through those participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them. DTC has advised us that DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Securities Exchange Act of 1934. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in those securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. If specified in a supplement to this prospectus with respect to a particular series, investors may elect to hold interests in a particular series of Debt Securities outside the United States through or Cedelbank, societe anonyme ("Cedelbank") or Euroclear, if they are participants in those systems, or indirectly through organizations that are participants in those systems. Cedelbank and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Cedelbank's and Euroclear's names on the books of their respective depositaries. Those depositaries in turn hold those interests in customers' securities accounts in the depositaries' names on the books of DTC. Cedelbank has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Cedelbank holds securities for its participants and facilitates the clearance and settlement of securities transactions between Cedelbank participants through electronic book-entry changes in accounts of participants, thereby eliminating the need for physical movement of certificates. Cedelbank provides to Cedelbank participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Cedelbank interfaces with domestic markets in several countries. As a registered bank in Luxembourg, Cedelbank is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Cedelbank participants are financial institutions around the world, including underwriters, securi- 38 42 ties brokers and dealers, banks, trust companies, clearing corporations and other organizations and may include the underwriters of any series of Debt Securities. Indirect access to Cedelbank is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Cedelbank participant, either directly or indirectly. Distributions with respect to global Debt Securities held beneficially through Cedelbank will be credited to cash accounts of Cedelbank participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Cedelbank. Euroclear has advised us that it was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. The Euroclear System is operated by the Brussels, Belgium office of Morgan Guaranty Trust Company of New York (the "Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). The Euroclear Operator conducts all Euroclear operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters for the Debt Securities. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member bank of the Federal Reserve System. As such, it is regulated and examined by the Board of Governors of the Federal Reserve System and the New York State Banking Department, as well as the Belgian Banking Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. The Euroclear Operator holds all securities in Euroclear on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants. Distributions with respect to global Debt Securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by the U.S. depositary for Euroclear. GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES Unless otherwise specified in a prospectus supplement with respect to a particular series of global Debt Securities, initial settlement for global Debt Securities will be made in immediately available funds. DTC participants will conduct secondary market trading with other participants in the ordinary way in accordance with DTC rules. Then secondary market trades will settle in immediately available funds using DTC's same day funds settlement system. If the prospectus supplement specifies that interests in the global Debt Securities may be held through Cedelbank or Euroclear, Cedelbank and/or Euroclear participants will conduct secondary market trading with other Cedelbank and/or Euroclear participants in the ordinary way in accordance with the applicable rules and operating procedures of Cedelbank and Euroclear. Then secondary market trades will settle using the procedures applicable to conventional eurobonds in immediately available funds. Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Cedelbank 39 43 or Euroclear participants, on the other, will be effected in DTC in accordance with DTC's rules on behalf of the relevant European international clearing system by the U.S. depositary for that system; however, those cross-market transactions will require delivery by the counterparty in the relevant European international clearing system of instructions to that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary for that system to take action to effect final settlement on its behalf by delivering or receiving interests in global Debt Securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Cedelbank participants and Euroclear participants may not deliver instructions directly to DTC. Because of time-zone differences, credits of interests in global Debt Securities received in Cedelbank or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Those credits or any transactions in global Debt Securities settled during that processing will be reported to the relevant Euroclear or Cedelbank participants on that business day. Cash received in Cedelbank or Euroclear as a result of sales of interests in global Debt Securities by or through a Cedelbank participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Cedelbank or Euroclear cash account only as of the business day following settlement in DTC. Although DTC, Cedelbank and Euroclear have agreed to the procedures described above in order to facilitate transfers of interests in global Debt Securities among participants of DTC, Cedelbank and Euroclear, they are under no obligation to perform those procedures and those procedures may be discontinued at any time. DESCRIPTION OF CAPITAL STOCK The following summary is not complete. You should also refer to our certificate of incorporation, including the certificates of designations pursuant to which the outstanding series of our preferred stock, par value $1 per share, were issued. Our certificate of incorporation is filed as an exhibit to the registration statement. You should also refer to the applicable provisions of the Delaware General Corporation Law. COMMON STOCK As of the date of this prospectus, we are authorized to issue up to 4,500,000,000 shares of our common stock. At December 31, 2000, after giving effect to the merger with J.P. Morgan, we had [ ] shares of common stock issued (including [ ] shares held in treasury) and had reserved approximately [ ] shares of common stock for issuance under various employee or director incentive, compensation and option plans. Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for payment (subject to the rights of holders of our preferred stock). Each holder of our common stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any of our series of preferred stock under the applicable certificates of designations and applicable law, all voting rights are vested in the holders of shares of our common stock. Holders of shares of our common stock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors and the holders of the remaining shares will not be able to elect any directors. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of our common stock will be entitled to share equally in any of our assets available for distribution after we have paid in full all of our debts and after the holders of all series of our outstanding preferred stock have received their liquidation preferences in full. The issued and outstanding shares of common stock are fully paid and nonassessable. Holders of shares of our common stock are not entitled to preemptive rights. Our common stock is not convertible into shares of any other class of our capital stock. Mellon Investor Services, L.L.C. is the transfer agent, registrar and dividend disbursement agent for our common stock. 40 44 PREFERRED STOCK Under our certificate of incorporation, our board of directors is authorized, without further stockholder action, to issue up to 200,000,000 shares of preferred stock, in one or more series, and to determine the voting powers and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series. Outstanding Preferred Stock. As of the date of this prospectus, we have 11 series of preferred stock issued and outstanding, as described in the following table:
STATED OUTSTANDING RATE IN VALUE AND AT EFFECT AT REDEMPTION NUMBER DECEMBER EARLIEST DECEMBER PRICE OF 31, REDEMPTION 31, PER SHARE(a) SHARES 2000 DATE 2000 ---------------- ------------- -------------- ---------- ----------------- (IN (IN MILLIONS) MILLIONS) Adjustable Rate Cumulative Preferred Stock, Series A ("Series A preferred stock").... $ 100.00 2.42 $242 12/31/00 5.000%(b) Variable Rate Cumulative Preferred Stock, Series B, C, D, E and F ("Series B-F preferred stock")(c)...................... $1,000.00(c) .25 250 12/31/00(c) (c) 6 5/8% Cumulative Preferred Stock ("6 5/8% preferred stock")(d)... $ 500.00 .40 200 3/31/06 6.625(d) Adjustable Rate Cumulative Preferred Stock, Series L ("Series L preferred stock").... $ 100.00 2.0 200 6/30/99 5.040(e) Adjustable Rate Preferred Stock, Series N ("Series N preferred stock")......................... $ 25.00 9.1 228 6/30/99 5.100(e) 10.84% Cumulative Preferred Stock ("10.84% preferred stock")...... $ 25.00 8.0 200 6/30/01 10.840 Fixed/Adjustable Rate Noncumulative Preferred Stock ("Fixed/Adjustable preferred stock")......................... $ 50.00 4.0 200 6/30/03 4.960(f)
- --------------- (a) Redemption price is price indicated in table, plus accrued but unpaid dividends, if any. (b) Floating rates are based on specified U.S. Treasury rates. The minimum and maximum annual rates are 5.00% and 11.50%, respectively. Dividend rate indicated in the table is rate paid on substantially identical series of J.P. Morgan preferred stock that was converted in the merger into our Series A Preferred Stock. (c) Consists of five series of preferred stock. Variable dividends are calculated as described under "Dividends" below. Each series is eligible for redemption at the times and for the prices described under "Rights Upon Liquidation; Redemption" below. (d) Shares of this series are represented by depositary shares, each representing a one-tenth interest in a share of preferred stock of the series. Dividend rate indicated in the table is the rate for substantially identical Series of J.P. Morgan preferred stock that was converted in the merger into our 6 5/8% preferred stock. (e) Floating rates are based on specified U.S. Treasury rates. The minimum and maximum annual rates for each series are 4.50% and 10.50%, respectively. (f) Dividends on this series for dividend periods commencing on or after July 1, 2003 will be at a floating rate based on specified U.S. Treasury rates (but subject to a minimum rate of 5.46% and a maximum rate of 11.46%). The amount of dividends payable may be adjusted, and the stock may be redeemed earlier than June 30, 2003, in the event of specified amendments to the Internal Revenue Code of 1986 relating to the dividends-received deduction. Ranking. All the outstanding series of preferred stock have the same rank. All the outstanding series of preferred stock have preference over the common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation or dissolution. Dividends. Dividends payable on each series of outstanding preferred stock, other than our Series B-F preferred stock, are payable quarterly, when and as declared by the board of directors, in the amounts determined as set forth in the above table, on each March 31, June 30, September 30 and December 31. 41 45 The dividend rates for our Series B-F preferred stock are determined either by an auction conducted for each series on the business day before a new dividend period begins or by a remarketing. The method used to determine the dividend rate is set by an agent of J.P. Morgan Chase appointed for the purpose of determining that method, based on then-existing financing alternatives. If the auction method is used, the dividend rates are based on bids submitted to the trust company that conducts the auction by existing and potential holders of the preferred stock. If the remarketing method is used, the dividend rates are the lowest rate at which the shares can be remarketed for a specified per share amount. The rate for any dividend period is subject to a maximum rate based on the "AA" composite commercial paper rate, LIBOR or the U.S. Treasury rate, depending on the length of the dividend period and the credit ratings of the Series B-F preferred stock. If we fail to pay or set aside for payment at the applicable time dividends payable or fail to pay at the applicable time the redemption price for shares called for redemption, and that failure continues for more than three business days, then the dividend rate for each dividend period until that failure is cured will be 200% of the federal funds rate, the "AA" composite commercial paper rate, LIBOR or the U.S. Treasury rate, depending on the length of the dividend period. Dividends on our Series B-F preferred stock are payable on dividend payment dates set by an agent of J.P. Morgan Chase appointed for the purpose of setting those dates. A dividend period may be no longer than 30 years and no shorter than seven days, in the case of shares for which the auction method is used, or one business day, in the case of shares for which the remarketing method is used. In the case of shares for which the auction method is used, the dividend period will be 49 days, unless changed by the agent or unless there are specified changes to applicable tax laws. Dividends on all the outstanding series of our preferred stock, other than our Fixed/Adjustable preferred stock, are cumulative. If we fail to declare a dividend on our Fixed/Adjustable preferred stock for any dividend period, holders of that series will have no right to receive a dividend for that dividend period, whether or not we declare dividends on that series for any future dividend periods. We may not declare or pay any dividends on any series of preferred stock, unless, for the dividend period commencing after the immediately preceding dividend payment date, we have previously declared and paid or we contemporaneously declare and pay full dividends (and cumulative dividends still owing, if any) on all other series of preferred stock which have the same rank as, or rank senior to, that series of preferred stock. If we do not pay in full the dividend on those equally- and senior-ranking series, we may only declare dividends pro rata, so that the amount of dividends declared per share on that series of preferred stock and on each other equally-ranking series of preferred stock will bear to each other the same ratio that accrued dividends per share on that series of preferred stock and those other series bear to each other. In addition, generally, unless we have paid full dividends, including cumulative dividends still owing, if any, on all outstanding shares of any series of preferred stock, we may not declare or pay dividends on our common stock and generally we may not redeem or purchase any common stock. We will not pay interest or any sum of money instead of interest on any dividend payment or payments that may be in arrears. Rights Upon Liquidation; Redemption. In the event of our liquidation, dissolution or winding-up, the holders of each outstanding series of preferred stock would be entitled to receive liquidating distributions in the amount set forth opposite the applicable series in the table above, plus accrued and unpaid dividends, if any, before we make any distribution of our assets to the holders of our common stock. Each of our outstanding series of preferred stock, other than our Series B-F preferred stock, which we discuss below, is redeemable at our option on or after the applicable date set forth opposite that series in the table above and at a redemption price per share equal to the redemption price set forth opposite that series in the table above, plus accrued but unpaid dividends, if any. In addition, we may redeem the shares of our Fixed/Adjustable preferred stock earlier than June 30, 2003 in the event of specified amendments to the Internal Revenue Code of 1986 relating to the dividends-received deduction. 42 46 Shares of each series of our Series B-F preferred stock are eligible for redemption in units of 100 shares as follows: - - on the last dividend payment date in any dividend period; - - at any time during any dividend period in which the dividend rate is the then-applicable maximum rate; and - - on any other redemption date established in the preceding auction or remarketing. The redemption price for each series of our Series B-F preferred stock will equal (1) $1,000 per share in the case of a redemption described in the first or second bullet point above or (2) the redemption price established in the preceding auction or remarketing, in each case, plus accrued and unpaid dividends. Voting Rights. Holders of shares of our outstanding preferred stock have no voting rights, except as described below or as required by the Delaware General Corporation Law. All of our currently outstanding series of preferred stock provide that if, at the time of any annual meeting of our stockholders, the equivalent of six quarterly dividends payable on any series of outstanding cumulative preferred stock is in default, the number of directors constituting our board of directors will be increased by two and the holders of all the outstanding preferred stock, voting together as a single class, will be entitled to elect those additional two directors at that annual meeting. In accordance with the requirements of our Series L preferred stock, Series N preferred stock and 10.84% preferred stock, each director elected by the holders of shares of the outstanding preferred stock will continue to serve as director for the full term for which he or she was elected, even if prior to the end of that term we have paid in full the amount of dividends that had been in arrears. For purposes of this paragraph, "default" means that accrued and unpaid dividends on the applicable series are equal to or greater than the equivalent of six quarterly dividends. Under regulations adopted by the Federal Reserve Board, if the holders of any series of our preferred stock become entitled to vote for the election of directors because dividends on that series are in arrears, that series may then be deemed a "class of voting securities." In such a case, a holder of 25% or more of the series, or a holder of 5% or more if that holder would also be considered to exercise a "controlling influence" over J.P. Morgan Chase, may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act of 1956. In addition, (1) any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire or retain 5% or more of that series, and (2) any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 10% or more of that series. Our Series N preferred stock and 10.84% preferred stock provide that the affirmative vote of the holders of at least two-thirds of the shares of all outstanding series of preferred stock, voting together as a single class without regard to series, will be required to: - - create any class or series of stock having a preference over any outstanding series of preferred stock; or - - change the provisions of our certificate of incorporation in a manner that would adversely affect the voting powers or other rights of the holders of a series of preferred stock. Those series also state that if the amendment does not adversely affect all series of outstanding preferred stock, then the amendment will only need to be approved by holders of at least two thirds of the shares of the series of preferred stock adversely affected. Our Series L preferred stock provides as follows: - - the consent of holders of at least two-thirds of the outstanding shares of the particular series, voting as a separate class, is required for any amendment of our certificate of incorporation that would adversely affect the powers, preferences, privileges or rights of that series; and - - the consent of the holders of at least two-thirds of the voting power of that series and each of the series of preferred stock having the same rank, voting together as a single class without regard to series, is required to create, authorize or issue, or reclassify any stock into any additional class or series of stock ranking prior to that series as to dividends or upon liquidation, or any other security or obligation convertible into or exercisable for any such prior-ranking stock. 43 47 Our Series A preferred stock, Series B-F preferred stock and 6 5/8% preferred stock each provides that a vote of at least two-thirds of the voting power of all outstanding shares of the applicable series, and all outstanding shares of our preferred stock having the same rank as that series, voting together as a single class without regard to series, will be necessary in order to: - - authorize or issue any capital stock that will be senior to that series of preferred stock as to dividends or upon liquidation; or - - amend, alter or repeal any of the provisions of the our certificate of incorporation, including the certificate of designation relating to that series, in such a way as to adversely affect (or materially adversely affect, in the case of our 6 5/8% preferred stock) the preferences, rights, powers or privileges of the preferred stock of that series. Miscellaneous. No series of our outstanding preferred stock is convertible into shares of our common stock or other securities of J.P. Morgan Chase. No series of our outstanding preferred stock is subject to preemptive rights. Transfer Agent and Registrar. Mellon Investor Services, L.L.C. is the transfer agent, registrar and dividend disbursement agent for our outstanding preferred stock and depositary shares, other then our Series B-F preferred Stock. Bankers Trust Company is the transfer agent, registrar and dividend disbursement agent for our Series B-F preferred stock. The registrar will send notices to the holders of the preferred stock or depositary shares of any meetings at which such holders will have the right to elect directors or to vote on any other matter. DEPOSITARY SHARES Our 6 5/8% preferred stock is represented by depositary shares, each representing a one-tenth interest in a share of that preferred stock. The following is a summary of material provisions of the deposit agreement between us and Morgan Guaranty Trust Company, as depositary, with respect to those depositary shares. This description is qualified by reference to the deposit agreement, a copy of which is an exhibit to the registration statement. Dividends and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received on our 6 5/8% preferred stock to the record holders of the depositary shares in proportion to the number of depositary shares owned by those holders. If we make a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from that sale to the holders. Withdrawal of Stock. A holder of depositary receipts evidencing depositary shares may, upon surrender of the depositary receipts at the corporate trust office of the depositary, obtain the number of whole shares of 6 5/8% preferred stock and any money or other property represented by those depositary shares, by surrendering his, her or its depositary receipts to the depositary. Holders of depositary shares will be entitled to receive whole shares of our 6 5/8% preferred stock, but will not be subsequently entitled to receive depositary shares with respect to those shares of preferred stock. If the depositary receipts surrendered by the holder represent more shares of stock than are being withdrawn by the holder, the depositary will issue a new depositary receipt representing the excess number of shares. Redemption of Depositary Shares. Upon redemption by us, in whole or in part, of our 6 5/8% preferred stock, the depositary will redeem the depositary shares from the proceeds received by it from that redemption. The redemption price per depositary share will be equal to one-tenth of the redemption price per share of our 6 5/8% preferred stock. Whenever we redeem shares of our 6 5/8% preferred stock, the depositary will redeem, as of the same redemption date, a number of depositary shares representing the number of shares of our 6 5/8% preferred stock redeemed. Voting the 6 5/8% Preferred Stock. Upon receipt of notice of any meeting at which the holders of our 6 5/8% preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares. Each record holder of those depositary shares on the record date, which will be the same date as the record date for our 6 5/8% preferred stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of our 6 5/8% preferred stock represented by that holder's depos- 44 48 itary shares. The depositary will try, as far as practicable, to vote the number of shares of our 6 5/8% preferred stock underlying those depositary shares in accordance with those instructions, and we will agree to take all action requested by the depositary in order to enable the depositary to do so. The depositary will not vote shares of our 6 5/8% preferred stock if it does not receive specific instructions from the holders of depositary shares relating to those shares. Amendment and Termination of the Deposit Agreement. The deposit agreement may be amended at any time by agreement between us and the depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary shares will not be effective unless that amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or the depositary only if: - - all outstanding depositary shares have been redeemed; or - - there has been a final distribution in respect of our 6 5/8% preferred stock in connection with any liquidation, dissolution or winding up of J.P. Morgan Chase and that distribution has been distributed to the holders of depositary receipts. Charges of the Depositary. We are responsible for the payment of all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with any redemption of our 6 5/8% preferred stock. Holders of depositary receipts must pay transfer and other taxes and governmental charges and any other charges expressly provided in the deposit agreement to be for their accounts. Resignation and Removal of Depositary. The depositary may resign at any time by delivering a notice to us of its election to do so. We may remove the depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of its appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. Miscellaneous. The depositary will forward to holders of depositary receipts all reports and communications received from us and required to be furnished to the holders of our 6 5/8% preferred stock. Neither J.P. Morgan Chase nor the depositary will be liable if prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. We and the depositary disclaim any obligation or liability under the deposit agreement to holders of depositary receipts other than for negligence or willful misconduct. Neither of us will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or our 6 5/8% preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting our 6 5/8% preferred stock for deposit, by holders of depositary receipts or by other persons believed to be competent, and on documents believed to be genuine. The depositary disclaims responsibility for the failure to carry out any instructions to vote any of the depositary shares or for the manner or effect of any vote made, as long as that action or inaction is in good faith. The depositary will be responsible to us for any liability arising out of acts performed or omitted by the depositary due to its gross negligence or willful misconduct. PERMANENT GLOBAL PREFERRED SECURITIES We have issued some series of our preferred stock as permanent global securities deposited with the DTC as depositary ("global preferred securities"). We have deposited each global preferred security with or on behalf of DTC or its nominee and registered it in the name of a nominee of DTC. Except under the limited circumstances described below, global preferred securities are not exchangeable for definitive certificated preferred stock. Only institutions that have accounts with DTC or its nominee ("participants") or persons that may hold interests through participants may own beneficial interests in a global preferred security. DTC will maintain records evidencing ownership of beneficial interests by participants in a global preferred security and transfers of those ownership interests. Participants will maintain records evidencing ownership of beneficial interests in a global preferred security by persons that hold through those participants and transfers of those ownership interests within those participants. DTC has no knowledge of the actual beneficial owners of the preferred stock. If you purchase an interest 45 49 in a global preferred stock, you will not receive written confirmation from DTC of your purchase, but we do expect you to receive written confirmations providing details of the transaction, as well as periodic statements of your holdings, from the participants through which you entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of those securities in definitive, certificated form. Those laws may impair your ability to transfer beneficial interests in a global preferred security. DTC has advised us that upon the issuance of a global preferred security and the deposit of that global preferred security with DTC, DTC will immediately credit, on its book-entry registration and transfer system, the respective number of shares represented by that global preferred security to the accounts of its participants. We will make payments on the preferred stock represented by a global preferred security to DTC or its nominee, as the case may be, as the registered owner and holder of the global preferred security representing that preferred stock. DTC has advised us that upon receipt of any payment on a global preferred security, DTC will immediately credit accounts of participants on its book-entry registration and transfer system with payments in amounts proportionate to their respective beneficial interests in that global preferred security, as shown in the records of DTC. Standing instructions and customary practices will govern payments by participants to owners of beneficial interests in a global preferred security held through those participants, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Those payments will be the sole responsibility of those participants, subject to any statutory or regulatory requirements in effect from time to time. Neither we nor any of our agents will be responsible for any aspect of the records of DTC, any nominee or any participant relating to, or payments made on account of, beneficial interests in a global preferred security or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any participant relating to those beneficial interests. A global preferred security is exchangeable for definitive certificated preferred stock registered in the name of a person other than DTC or its nominee, only if: (a) DTC notifies us that it is unwilling or unable to continue as depositary for that global preferred security or DTC ceases to be registered under the Securities Exchange Act of 1934; or (b) we determine in our discretion that the global preferred security will be exchangeable for certificated preferred stock. Any global preferred security that is exchangeable in accordance with the preceding sentence will be exchangeable in whole for definitive, certificated preferred stock registered by the registrar in the name or names instructed by DTC. We expect that those instructions may be based upon directions received by DTC from its participants with respect to ownership of beneficial interests in the global preferred security. Except as provided above, as an owner of a beneficial interest in a global preferred security, you will not be entitled to receive physical delivery of certificates representing shares of preferred stock and will not be considered a holder of preferred stock. No global preferred security will be exchangeable except for another global preferred security to be registered in the name of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and the participant through which you own your interest to exercise any rights of a holder of preferred stock. We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial interest in a global preferred security desires to take any action that a holder of preferred stock is entitled to take, DTC would authorize the participants holding the relevant beneficial interests to take that action, and those participants would authorize beneficial owners owning through those participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them. EXPERTS The financial statements of Chase incorporated in this prospectus by reference to the Annual Report of Chase on Form 10-K for the year ended December 31, 1999 have been incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting. 46 50 [J.P. MORGAN CHASE & CO. LOGO] J.P. MORGAN CHASE & CO. 51 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Estimated expenses in connection with the issuance and distribution of the securities being registered other than underwriting compensation are as follows: Registration fee -- Securities and Exchange Commission...... $3,960,000* Blue Sky fees and expenses.................................. 20,000** Accountants' fees and expenses.............................. 200,000** Printing and engraving expenses............................. 225,000** Rating agency fees.......................................... 175,000** Trustee fees................................................ 75,000** NASD fee.................................................... 60,000** Miscellaneous expenses...................................... 30,500** 10,000** ---------- Total.................................................. $4,755,500** ==========
- --------------- * Previously paid. ** Estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person in connection who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that the person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys' fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The DGCL provides that the indemnification described above shall not be deemed exclusive of any other indemnification to which those seeking indemnification or advancement of expenses may be entitled pursuant to its By-Laws, disinterested directors' vote, stockholders' vote, agreement or otherwise. The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or II-1 52 arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above. The Restated Certificate of Incorporation of The Chase Manhattan Corporation (the "Registrant") provides that, to the fullest extent that the DGCL as from time to time in effect permits the limitation or elimination of the liability of directors, no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Registrant's Restated Certificate of Incorporation empowers the Registrant to indemnify any director, officer, employee or agent of the Registrant or any other person who is serving at the Registrant's request in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan) to the fullest extent permitted under the DGCL as from time to time in effect, and any such indemnification may continue as to any person who has ceased to be a director, officer, employee or agent and may inure to the benefit of the heirs, executors and administrators of such a person. The Registrant's Restated Certificate of Incorporation also empowers the Registrant by action of its Board of Directors, notwithstanding any interest of the directors in the action, to purchase and maintain insurance in such amounts as the Board of Directors deems appropriate to protect any director, officer, employee or agent of the Registrant or any other person who is serving at the Registrant's request in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan) against any liability asserted against him or her or incurred by him or her in any such capacity arising out of his or her status as such (including, without limitation, expenses, judgments, fines (including any excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement) to the fullest extent permitted under the DGCL as from time to time in effect, whether or not the Registrant would have the power or be required to indemnify any such individual under the terms of any agreement or by-law or the DGCL. In addition, the Registrant's By-laws require indemnification to the fullest extent permitted under applicable law, as from time to time in effect. The By-laws provide a clear and unconditional right to indemnification for expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by any person in connection with any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, administrative or investigative (including, to the extent permitted by law, any derivative action) by reason of the fact that such person is or was serving as a director, officer, employee or agent of the Registrant or, at the request of the Registrant, of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, an employee benefit plan). The By-laws specify that the right to indemnification so provided is a contract right, set forth certain procedural and evidentiary standards applicable to the enforcement of a claim under the By- laws and entitle the persons to be indemnified to have all expenses incurred in advance of the final disposition of a proceeding paid by the Registrant. Such provisions, however, are intended to be in furtherance and not in limitation of the general right to indemnification provided in the By-laws, which right of indemnification and of advancement of expenses is not exclusive. The Registrant's By-laws also provide that the Registrant may enter into contracts with any director, officer, employee or agent of the Registrant in furtherance of the indemnification provisions in the By-laws, as well as create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure payment of amounts indemnified. II-2 53 ITEM 16. LIST OF EXHIBITS.
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 1.1 Form of Debt Securities Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Registration Statement on Form S-3 (File No. 333-56573) The Chase Manhattan Corporation). 1.2 Form of Master Agency Agreement, dated as of February 1, 1990, as amended and restated as of June 12, 1997, between The Chase Manhattan Corporation and the agents party thereto (incorporated by reference to Exhibit 1.2 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 1.3 Form of Equity Securities Underwriting Agreement (incorporated by reference to Exhibit 1.3 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 3.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-07941) of The Chase Manhattan Corporation). 3.2 Certificate of Amendment of Restated Certificate of Incorporation of The Chase Manhattan Corporation (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 3.3 Certificate of Amendment of Restated Certificate of Incorporation of The Chase Manhattan Corporation (incorporated by reference to Registration Statement on Form S-4 (File No. 333-47350) of The Chase Manhattan Corporation). 3.4 Certificate of Designations of Fixed/Adjustable Rate Noncumulative Preferred Stock of The Chase Manhattan Corporation (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 3.5 Form of Restated Certificate of Incorporation of J.P. Morgan Chase & Co.*** 3.6 By-Laws of The Chase Manhattan Corporation, as amended (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-8 (File No. 333-92217) of The Chase Manhattan Corporation). 4.1 Form of Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement, of The Chase Manhattan Corporation (File No. 33-64261)). 4.2 Form of Certificate of Designations for Preferred Stock (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.3 Form of Deposit Agreement (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.4 Form of Depositary Receipt of Depositary Shares (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.5 Deposit Agreement, dated as of February 8, 1996, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and Morgan Guaranty Trust Company, as Depository (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form 8-A of The Chase Manhattan Corporation, filed December 20, 2000 File No. 1-5805)).
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EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 4.5 Indenture, dated as of December 1, 1989, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and Bankers Trust Company, as successor to The Chase Manhattan Bank (National Association), which Indenture includes the form of Senior Securities (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3 (File No. 33-32409) of The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation)). 4.6 Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor to Morgan Guaranty Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) (File No. 1-5805) dated December 22, 1992). 4.7 Second Supplemental Indenture, dated as of October 8, 1996, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Morgan Guaranty Trust Company of New York), as Trustee, to the Indenture dated as of April 1, 1987, as amended and restated as of December 15, 1992 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.8 Third Supplemental Indenture, dated as of December 29, 2000, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Morgan Guaranty Trust Company of New York), as Trustee, to the Indenture dated as of April 1, 1987, as amended and restated as of December 15, 1992.*** 4.9 Indenture, dated as of July 1, 1986, between The Chase Manhattan Corporation and Bankers Trust Company, as Trustee (incorporated by reference to Exhibit (4)(a) to the Registration Statement on Form S-3 (File No. 33-7299) of The Chase Manhattan Corporation). 4.10 First Supplemental Indenture, dated as of November 1, 1990, between The Chase Manhattan Corporation and Bankers Trust Company, to the Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit (4)(b) to the Registration Statement on Form S-3 (File No. 33-42367) of The Chase Manhattan Corporation). 4.11 Second Supplemental Indenture, dated as of May 1, 1991, between The Chase Manhattan Corporation and Bankers Trust Company, as Trustee, to the Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit 4(b) to the Registration Statement on Form S-3 (File No. 33-42367) of The Chase Manhattan Corporation). 4.12 Third Supplemental Indenture, dated as of March 29, 1996, among Chemical Banking Corporation, The Chase Manhattan Corporation and Bankers Trust Company, as Trustee, to the Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.13 Amended and Restated Indenture, dated as of September 1, 1993, between The Chase Manhattan Corporation and U.S. Bank Trust National Association (as successor trustee to Chemical Bank), as Trustee (incorporated by reference to Exhibit (4)(cc) to the Current Report on Form 8-K, dated August 19, 1993, of The Chase Manhattan Corporation (File No. 1-5945)).
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EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 4.14 First Supplemental Indenture dated as of March 29, 1996 among Chemical Banking Corporation, The Chase Manhattan Corporation Chemical Bank, as resigning Trustee, and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor trustee to Chemical Bank), as Trustee, to the Indenture dated as of September 1, 1993 (incorporated by reference to Exhibit 4.22 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.15 Second Supplemental Indenture dated as of October 8, 1996 between The Chase Manhattan Corporation and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Chemical Bank), to the Amended and Restated Indenture dated as of September 1, 1993 (incorporated by reference to Exhibit 4.23 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.16 Third Supplemental Indenture, dated as of December 29, 2000, between The Chase Manhattan Corporation and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Chemical Bank)), to the Amended and Restated Indenture dated as of September 1, 1993.*** 4.17 Indenture, dated as of August 15, 1982, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to the Current Report on Form 8-K, dated February 7, 1986, of J.P. Morgan & Co. Incorporated (File. No. 1-5885 ). 4.18 Form of First Supplemental Indenture, dated as of May 5, 1986, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982 (incorporated by reference to Current Report on Form 8-K, dated August 13, 1986, of J.P. Morgan & Co. Incorporated (File No. 1-5885). 4.19 Second Supplemental Indenture, dated as of February 27, 1996, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982 (incorporated by reference to Current Report on Form 8-K, dated February 23, 1996, of J.P. Morgan & Co. Incorporated (File No. 1-5885)). 4.20 Third Supplemental Indenture, dated as of January 30, 1996, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982 (incorporated by reference to Exhibit (4)(a) to Current Report on Form 8-K, dated January 30, 1997, of J.P. Morgan & Co. Incorporated (File No. 1-5885)). 4.21 Fourth Supplemental Indenture, dated as of December 29, 2000, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982.***
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EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 4.22 Indenture, dated as of December 1, 1986, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4 to Current Report on Form 8-K, dated April 12, 1989, of J.P. Morgan & Co. Incorporated (File No. 1-5885)). 4.23 First Supplemental Indenture, dated as of May 12, 1992, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of December 1, 1986 (incorporated by reference to Exhibit 4(a)(1) to Registration Statement on Form S-3 (File No. 33-45651) of J.P. Morgan & Co. Incorporated). 4.24 Second Supplemental Indenture, dated as of December 29, 2000, between J.P. Morgan & Co. Incorporated (to be succeeded by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of December 1, 1986.*** 4.25 Indenture, dated as of March 1, 1993, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File No. 33-45651) of J.P. Morgan & Co. Incorporated). 4.26 First Supplemental Indenture, dated as of December 29, 2000, between J.P. Morgan & Co. Incorporated (to be succeeded by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of March 1, 1993.*** 4.27 Form of Subordinated Security (incorporated by reference to Exhibit 4.13 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.28 Form of Debt Securities Warrant Agreement.* 4.29 Form of Preferred Stock Warrant Agreement.* 4.30 Form of Common Stock Warrant Agreement.* 4.31 Form of Currency Warrants Warrant Agreement.* 4.32 Form of Fixed Rate Senior Medium-Term Note (incorporated by reference to Exhibit 4.18 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.33 Form of Floating Rate Senior Medium-Term Note (incorporated by reference to Exhibit 4.19 to Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.34 Form of Fixed Rate Subordinated Medium-Term Note (incorporated by reference to Exhibit 4.20 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.35 Form of Floating Rate Subordinated Medium-Term Note (incorporated by reference to Exhibit 4.21 to Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 5 Opinion of Simpson Thacher & Bartlett.**
II-6 57
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 12.1 Computation of Ratios of Earnings to Fixed Charges for Period Ended December 31, 1999 (incorporated by reference to Exhibit 12(a) to Annual Report on Form 10-K for the Year Ended December 31, 1999 of The Chase Manhattan Corporation (File No. 1-5805)). 12.2 Computation of Ratios of Earnings to Fixed Charges for Period Ended September 30, 2000 (incorporated by reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2000 of The Chase Manhattan Corporation (File No. 1-5805)). 12.3 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements for Period Ended December 31, 1999 (incorporated by reference to Exhibit 12(b) to Annual Report on Form 10-K for the Year Ended December 31, 1999 of The Chase Manhattan Corporation (File No. 1-5805)). 12.4 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements for Period Ended September 30, 2000 (incorporated by reference to Exhibit 12(b) to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2000 of The Chase Manhattan Corporation (File No. 1-5805)). 23.1 Consent of PricewaterhouseCoopers LLP.*** 23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5).** 24 Powers of Attorney.** 25.1 Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of Bankers Trust Company.** 25.2 Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association.**
- --------------- * To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. ** Previously filed. *** Filed herewith. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, 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 the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective II-7 58 amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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 foregoing provisions, 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 Act and is, therefore, 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 and will be governed by the final adjudication of such issue. II-8 59 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on December 29, 2000. THE CHASE MANHATTAN CORPORATION (Registrant) By /s/ ANTHONY J. HORAN ------------------------------------ (Anthony J. Horan, Secretary) Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE --------- ----- * Chairman of the Board, Chief Executive Officer - --------------------------------------------------- and Director (William B. Harrison, Jr.) (Principal Executive Officer) * Director - --------------------------------------------------- (Hans W. Becherer) * Director - --------------------------------------------------- (Frank A. Bennack, Jr.) * Director - --------------------------------------------------- (Susan V. Berresford) * Director - --------------------------------------------------- (M. Anthony Burns) * Director - --------------------------------------------------- (H. Laurence Fuller) * Director - --------------------------------------------------- (Melvin R. Goodes) * Director - --------------------------------------------------- (William H. Gray III) * Director - --------------------------------------------------- (Harold S. Hook) * Director - --------------------------------------------------- (Helene L. Kaplan) * Director - --------------------------------------------------- (Henry B. Schacht)
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SIGNATURE TITLE --------- ----- * Director - --------------------------------------------------- (Andrew C. Sigler) * Director - --------------------------------------------------- (John R. Stafford) * Director - --------------------------------------------------- (Marina V.N. Whitman) * Vice Chairman Finance and Risk Management - --------------------------------------------------- (Principal Accounting Officer) (Marc J. Shapiro) * Executive Vice President and Controller - --------------------------------------------------- (Principal Accounting Officer) (Joseph L. Sclafani)
* Anthony J. Horan hereby signs this Post-Effective Amendment on behalf of each of the indicated persons for whom he is attorney-in-fact on December 29, 2000 pursuant to a power of attorney previously filed. By /s/ ANTHONY J. HORAN ------------------------------------ (Anthony J. Horan, Secretary) Dated: December 29, 2000 II-10 61 EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 1.1 Form of Debt Securities Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Registration Statement on Form S-3 (File No. 333-56573) The Chase Manhattan Corporation). 1.2 Form of Master Agency Agreement, dated as of February 1, 1990, as amended and restated as of June 12, 1997, between The Chase Manhattan Corporation and the agents party thereto (incorporated by reference to Exhibit 1.2 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 1.3 Form of Equity Securities Underwriting Agreement (incorporated by reference to Exhibit 1.3 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 3.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-07941) of The Chase Manhattan Corporation). 3.2 Certificate of Amendment of Restated Certificate of Incorporation of The Chase Manhattan Corporation (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 3.3 Certificate of Amendment of Restated Certificate of Incorporation of The Chase Manhattan Corporation (incorporated by reference to Registration Statement on Form S-4 (File No. 333-47350) of The Chase Manhattan Corporation). 3.4 Certificate of Designations of Fixed/Adjustable Rate Noncumulative Preferred Stock of The Chase Manhattan Corporation (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 3.5 Form of Restated Certificate of Incorporation of J.P. Morgan Chase & Co.*** 3.6 By-Laws of The Chase Manhattan Corporation, as amended (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-8 (File No. 333-92217) of The Chase Manhattan Corporation). 4.1 Form of Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement, of The Chase Manhattan Corporation (File No. 33-64261)). 4.2 Form of Certificate of Designations for Preferred Stock (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.3 Form of Deposit Agreement (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.4 Form of Depositary Receipt of Depositary Shares (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.5 Deposit Agreement, dated as of February 8, 1996, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and Morgan Guaranty Trust Company, as Depository (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form 8-A of The Chase Manhattan Corporation, filed December 20, 2000 File No. 1-5805)).
62
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 4.5 Indenture, dated as of December 1, 1989, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and Bankers Trust Company, as successor to The Chase Manhattan Bank (National Association), which Indenture includes the form of Senior Securities (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3 (File No. 33-32409) of The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation)). 4.6 Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor to Morgan Guaranty Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) (File No. 1-5805) dated December 22, 1992). 4.7 Second Supplemental Indenture, dated as of October 8, 1996, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Morgan Guaranty Trust Company of New York), as Trustee, to the Indenture dated as of April 1, 1987, as amended and restated as of December 15, 1992 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.8 Third Supplemental Indenture, dated as of December 29, 2000, between The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Morgan Guaranty Trust Company of New York), as Trustee, to the Indenture dated as of April 1, 1987, as amended and restated as of December 15, 1992.*** 4.9 Indenture, dated as of July 1, 1986, between The Chase Manhattan Corporation and Bankers Trust Company, as Trustee (incorporated by reference to Exhibit (4)(a) to the Registration Statement on Form S-3 (File No. 33-7299) of The Chase Manhattan Corporation). 4.10 First Supplemental Indenture, dated as of November 1, 1990, between The Chase Manhattan Corporation and Bankers Trust Company, to the Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit (4)(b) to the Registration Statement on Form S-3 (File No. 33-42367) of The Chase Manhattan Corporation). 4.11 Second Supplemental Indenture, dated as of May 1, 1991, between The Chase Manhattan Corporation and Bankers Trust Company, as Trustee, to the Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit 4(b) to the Registration Statement on Form S-3 (File No. 33-42367) of The Chase Manhattan Corporation). 4.12 Third Supplemental Indenture, dated as of March 29, 1996, among Chemical Banking Corporation, The Chase Manhattan Corporation and Bankers Trust Company, as Trustee, to the Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.13 Amended and Restated Indenture, dated as of September 1, 1993, between The Chase Manhattan Corporation and U.S. Bank Trust National Association (as successor trustee to Chemical Bank), as Trustee (incorporated by reference to Exhibit (4)(cc) to the Current Report on Form 8-K, dated August 19, 1993, of The Chase Manhattan Corporation (File No. 1-5945)).
63
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 4.14 First Supplemental Indenture dated as of March 29, 1996 among Chemical Banking Corporation, The Chase Manhattan Corporation Chemical Bank, as resigning Trustee, and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor trustee to Chemical Bank), as Trustee, to the Indenture dated as of September 1, 1993 (incorporated by reference to Exhibit 4.22 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.15 Second Supplemental Indenture dated as of October 8, 1996 between The Chase Manhattan Corporation and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Chemical Bank), to the Amended and Restated Indenture dated as of September 1, 1993 (incorporated by reference to Exhibit 4.23 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation). 4.16 Third Supplemental Indenture, dated as of December 29, 2000, between The Chase Manhattan Corporation and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Chemical Bank)), to the Amended and Restated Indenture dated as of September 1, 1993.*** 4.17 Indenture, dated as of August 15, 1982, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to the Current Report on Form 8-K, dated February 7, 1986, of J.P. Morgan & Co. Incorporated (File. No. 1-5885). 4.18 Form of First Supplemental Indenture, dated as of May 5, 1986, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982 (incorporated by reference to Current Report on Form 8-K, dated August 13, 1986, of J.P. Morgan & Co. Incorporated (File No. 1-5885). 4.19 Second Supplemental Indenture, dated as of February 27, 1996, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982 (incorporated by reference to Current Report on Form 8-K, dated February 23, 1996, of J.P. Morgan & Co. Incorporated (File No. 1-5885)). 4.20 Third Supplemental Indenture, dated as of January 30, 1996, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982 (incorporated by reference to Exhibit (4)(a) to Current Report on Form 8-K, dated January 30, 1997, of J.P. Morgan & Co. Incorporated (File No. 1-5885)). 4.21 Fourth Supplemental Indenture, dated as of December 29, 2000, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of August 15, 1982.***
64
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 4.22 Indenture, dated as of December 1, 1986, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4 to Current Report on Form 8-K, dated April 12, 1989, of J.P. Morgan & Co. Incorporated (File No. 1-5885)). 4.23 First Supplemental Indenture, dated as of May 12, 1992, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of December 1, 1986 (incorporated by reference to Exhibit 4(a)(1) to Registration Statement on Form S-3 (File No. 33-45651) of J.P. Morgan & Co. Incorporated). 4.24 Second Supplemental Indenture, dated as of December 29, 2000, between J.P. Morgan & Co. Incorporated (to be succeeded by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of December 1, 1986.*** 4.25 Indenture, dated as of March 1, 1993, between J.P. Morgan & Co. Incorporated (to be succeeded by merger by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File No. 33-45651) of J.P. Morgan & Co. Incorporated). 4.26 First Supplemental Indenture, dated as of December 29, 2000, between J.P. Morgan & Co. Incorporated (to be succeeded by J.P. Morgan Chase & Co.) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Manufacturers Hanover Trust Company), as Trustee, to the Indenture, dated as of March 1, 1993.*** 4.27 Form of Subordinated Security (incorporated by reference to Exhibit 4.13 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.28 Form of Debt Securities Warrant Agreement.* 4.29 Form of Preferred Stock Warrant Agreement.* 4.30 Form of Common Stock Warrant Agreement.* 4.31 Form of Currency Warrants Warrant Agreement.* 4.32 Form of Fixed Rate Senior Medium-Term Note (incorporated by reference to Exhibit 4.18 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.33 Form of Floating Rate Senior Medium-Term Note (incorporated by reference to Exhibit 4.19 to Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.34 Form of Fixed Rate Subordinated Medium-Term Note (incorporated by reference to Exhibit 4.20 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 4.35 Form of Floating Rate Subordinated Medium-Term Note (incorporated by reference to Exhibit 4.21 to Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-56573) of The Chase Manhattan Corporation). 5 Opinion of Simpson Thacher & Bartlett.**
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EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 12.1 Computation of Ratios of Earnings to Fixed Charges for Period Ended December 31, 1999 (incorporated by reference to Exhibit 12(a) to Annual Report on Form 10-K for the Year Ended December 31, 1999 of The Chase Manhattan Corporation (File No. 1-5805)). 12.2 Computation of Ratios of Earnings to Fixed Charges for Period Ended September 30, 2000 (incorporated by reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2000 of The Chase Manhattan Corporation (File No. 1-5805)). 12.3 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements for Period Ended December 31, 1999 (incorporated by reference to Exhibit 12(b) to Annual Report on Form 10-K for the Year Ended December 31, 1999 of The Chase Manhattan Corporation (File No. 1-5805)). 12.4 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements for Period Ended September 30, 2000 (incorporated by reference to Exhibit 12(b) to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2000 of The Chase Manhattan Corporation (File No. 1-5805)). 23.1 Consent of PricewaterhouseCoopers LLP.*** 23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5).** 24 Powers of Attorney.** 25.1 Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of Bankers Trust Company.** 25.2 Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association.**
- --------------- * To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. ** Previously filed. *** Filed herewith. EX-3.5 2 y43983paex3-5.txt FORM OF RESTATED CERTIFICATE OF INCORPORATION 1 RESTATED CERTIFICATE OF INCORPORATION OF J.P. MORGAN CHASE & CO. Under Section 245 of the General Corporation Law of the State of Delaware J.P. Morgan Chase & Co. (the "Corporation"), does hereby certify under the seal of the Corporation as follows: First: The name of the Corporation is J.P. Morgan Chase & Co.; the Corporation was originally incorporated as Chemical New York Corporation. Second: The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware in Dover, Delaware, on the 28th day of October, 1968. Third: This Restated Certificate of Incorporation was duly adopted in accordance with Section 245 of the General Corporation Law of Delaware and only restates and integrates and does not further amend the provisions of the Corporation's Restated Certificate of Incorporation as heretofore restated, amended and supplemented. There is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation. Fourth: The text of the Restated Certificate of Incorporation of the Corporation, as amended, is hereby restated to read in full, as follows: FIRST. The name of the Corporation is J.P. Morgan Chase & Co. SECOND. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Without limiting in any manner the scope and generality of the foregoing, the Corporation shall have the following purposes and powers: (1) To acquire by purchase, subscription, or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge, or otherwise dispose of or deal in and with any and all securities, as such term is hereinafter defined, issued or created by any corporation, firm, organization, association or other entity, public or private, whether formed under the laws of the United States of America or of any state, commonwealth, territory, dependency or possession thereof, or of any foreign country or of any political subdivision, territory, dependency, possession or municipality thereof, or issued or created by the United States of America or any state or commonwealth thereof or any foreign country, or by any agency, subdivision, territory, dependency, possession or municipality of any of the foregoing, and as owner thereof to possess and exercise all 2 the rights, powers and privileges of ownership, including the right to execute consents and vote thereon; (2) to make, establish and maintain investments in securities, and to supervise and manage such investments; (3) to cause to be organized under the laws of the United States of America or of any state, commonwealth, territory, dependency or possession thereof, or of any foreign country or of any political subdivision, territory, dependency, possession or municipality thereof, one or more corporations, firms, organizations, associations or other entities and to cause the same to be dissolved, wound up, liquidated, merged or consolidated; (4) to acquire by purchase or exchange, or by transfer to or by merger or consolidation with the Corporation or any corporation, firm, organization, association or other entity owned or controlled, directly or indirectly, by the Corporation, or to otherwise acquire, the whole or any part of the business, good will, rights or other assets of any corporation, firm, organization, association or other entity, and to undertake or assume in connection therewith the whole or any part of the liabilities and obligations thereof, to effect any such acquisition in whole or in part by delivery of cash or other property, including securities issued by the Corporation, or by any other lawful means; (5) to make loans and give other forms of credit, with or without security, and to negotiate and make contracts and agreements in connection therewith; (6) to aid by loan, subsidy, guaranty or in any other lawful manner any corporation, firm, organization, association or other entity of which any securities are in any manner directly or indirectly held by the Corporation or in which the Corporation or any such corporation, firm, organization, association or entity may be or become otherwise interested; to guarantee the payment of dividends on any stock issued by any such corporation, firm, organization, association or entity; to guarantee or, with or without recourse against any such corporation, firm, organization, association or entity, to assume the payment of the principal of, or the interest on, any obligations issued or incurred by such corporation, firm, organization, association or entity; to do any and all other acts and things for the enhancement, protection or preservation of any securities which are in any manner, directly or indirectly, held, guaranteed or assumed by the Corporation, and to do any and all acts and things designed to accomplish any such purpose; (7) to borrow money for any business, object or purpose of the Corporation from time to time, without limit as to amount; to issue any kind of evidence of indebtedness, whether or not in connection with borrowing money, including evidences of indebtedness convertible into stock of the Corporation, to secure the payment of any evidence of indebtedness by the creation of any interest in any of the property or rights of the Corporation, whether at that time owned or thereafter acquired; 2 3 (8) to render service, assistance, counsel and advice to, and to act as representative or agent in any capacity (whether managing, operating, financial, purchasing, selling, advertising or otherwise) of, any corporation, firm, organization, association or other entity; and (9) to engage in any commercial, financial, mercantile, industrial, manufacturing, marine, exploration, mining, agricultural, research, licensing, servicing, or agency business not prohibited by law, and any, some or all of the foregoing. The term "securities" as used in this Certificate of Incorporation shall mean any and all notes, stocks, treasury stocks, bonds, debentures, evidences of indebtedness, certificates of interest or participation in any profit-sharing agreement, collateral-trust certificates, preorganization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, fractional undivided interests in oil, gas, or other mineral rights, or, in general, any interests or instruments commonly known as "securities", or any and all certificates of interest or participation in, temporary or interim certificates for, receipts for, guaranties of, or warrants or rights to subscribe to or purchase, any of the foregoing. The purposes and powers specified in the foregoing paragraphs shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other paragraph in this Certificate of Incorporation, but the purposes and powers specified in each of the foregoing paragraphs of this Article THIRD shall be regarded as independent purposes and powers. The Corporation shall possess and may exercise all powers and privileges necessary or convenient to effect any or all of the foregoing purposes, or to further any or all of the foregoing powers, and the enumeration herein of any specific purposes or powers shall not be held to limit or restrict in any manner the exercise by the Corporation of the general powers and privileges now or hereafter conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of Delaware. FOURTH. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is FOUR BILLION SEVEN HUNDRED MILLION, of which TWO HUNDRED MILLION shares shall be shares of preferred stock of the par value of $1 per share (hereinafter called "Preferred Stock") and FOUR BILLION FIVE HUNDRED MILLION shares shall be shares of common stock of the par value of $1 per share (hereinafter called "Common Stock"). Any amendment to this Certificate of Incorporation which shall increase or decrease the authorized capital stock of the Corporation may be adopted by the affirmative vote of the holders of capital stock representing not less than a majority of the voting power represented by the outstanding shares of capital stock of the Corporation entitled to vote. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock shall be as follows: (1) The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, 3 4 with such voting powers, full or limited but not to exceed one vote per share, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in this Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) the following: (a) the designation of such series; (b) the dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of any class or classes of capital stock, and whether such dividends shall be cumulative or non-cumulative; (c) whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption; (d) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series; (e) whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange; (f) the extent, if any, to which the holders of the shares of such series shall be entitled to vote as a class or otherwise with respect to the election of the directors or otherwise; provided, however, that in no event shall any holder of any series of Preferred Stock be entitled to more than one vote for each share of such Preferred Stock held by him; (g) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; (h) the rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of assets of, the Corporation. (2) Except as otherwise required by law and except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power whatsoever. (3) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, 4 5 of the Corporation's Adjustable Rate Cumulative Preferred Stock, Series A, are set forth in Appendix A hereto and are incorporated by reference. (4) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation's Variable Cumulative Preferred Stock, Series B through F, are set forth in Appendix B hereto and are incorporated by reference. (5) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation's 6 5/8% Cumulative Preferred Stock, are set forth in Appendix C hereto and are incorporated by reference. (6) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation's Adjustable Rate Cumulative Preferred Stock, Series L are set forth in Appendix D hereto and are incorporated herein by reference. (7) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation's 10.84% Cumulative Preferred Stock are set forth in Appendix E hereto and are incorporated herein by reference. (8) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation's Adjustable Rate Cumulative Preferred Stock, Series N are set forth in Appendix F hereto and are incorporated herein by reference. (9) The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Corporation's Fixed/Adjustable Noncumulative Preferred Stock, Series B through F, are set forth in Appendix G hereto and are incorporated by reference. FIFTH. The by-laws may be made, altered, amended or repealed by the Board of Directors. The books of the Corporation (subject to the provisions of the laws of the State of Delaware) may be kept outside of the State of Delaware at such places as from time to time may be designated by the Board of Directors. SIXTH. (1) To the fullest extent that the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (2) The Corporation shall have the power to indemnify any director, officer, employee or agent of the Corporation or any other person who is serving at the request of the Corporation in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) to the 5 6 fullest extent permitted by the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended, and any such indemnification may continue as to any person who has ceased to be a director, officer, employee or agent and may inure to the benefit of the heirs, executors and administrators of such a person. (3) By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, to protect any director, officer, employee or agent of the Corporation or any other person who is serving at the request of the Corporation in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such (including, without limitation, expenses, judgments, fines and amounts paid in settlement) to the fullest extent permitted by the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended, and whether or not the Corporation would have the power or would be required to indemnify any such person under the terms of any agreement or by-law or the General Corporation Law of the State of Delaware. For purposes of this paragraph (3), "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan. SEVENTH. (1) Any action required or permitted to be taken by the holders of Common Stock of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing. (2) Whenever the vote of holders of shares of any class or series other than Common Stock at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the General Corporation Law of the State of Delaware, the meeting and vote of such stockholders may be dispensed with if such action is taken with the written consent of such holders representing not less than a majority of the voting power of all the capital stock of such class or series entitled to be voted upon such action if a meeting were held; provided that in no case shall the written consent be by such holders having less than the minimum percentage of the vote required by statute for such action, and provided that prompt notice is given in writing to all such stockholders entitled to vote thereon of the taking of corporate action without a meeting and by less than unanimous written consent. (3) Election of directors need not be by ballot unless the by-laws so provide. EIGHTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 6 7 IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its authorized officer and caused the corporate seal of the Corporation to be hereunto affixed this 1st day of January, 2001. _____________________________ Anthony J. Horan Secretary [Corporate Seal] 8 Appendix A CERTIFICATE OF DESIGNATIONS OF ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES A OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation Law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were duly adopted by the Board of Directors of the Corporation at a meeting duly held and convened on September 12, 2000, and by the Stock Committee of the Board of Directors by unanimous written consent executed on December 18, 2000, pursuant to the authority conferred upon the Board of Directors by the provisions of the Restated Certificate of Incorporation of the Corporation, which authorized the issuance of up to 200,000,000 shares of preferred stock, par value $1.00 per share, and pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by resolutions of the Board of Directors adopted at a meeting duly convened and held on September 12, 2000: 1. The Board of Directors on September 12, 2000 adopted the following resolutions authorizing the Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of Preferred Stock pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 12, 2000, between J.P. Morgan & Co. Incorporated ("J.P. Morgan") and the Corporation, which provided for the merger of J.P. Morgan with and into the Corporation, with the Corporation continuing as the surviving corporation in the merger under the name "J.P. Morgan Chase & Co.": RESOLVED, that it is advisable and in the best interests of The Chase Manhattan Corporation (the "Corporation") and its stockholders for the Corporation to enter into the Agreement and Plan of Merger between the Corporation and J.P. Morgan & Co. Incorporated, a Delaware corporation ("J.P. Morgan"), substantially in the form presented to this Meeting (the "Merger Agreement"), pursuant to which, among other things: (i) J.P. Morgan would merge with and into the Corporation (the "Merger"); (ii) in accordance with the terms and conditions of the Merger Agreement, each then outstanding share of common stock, par value $2.50 per share, of J.P. Morgan ("J.P. Morgan Common Stock"), other than shares which would be cancelled and retired and cease to exist as a result of the Merger, would be converted into 3.70 fully paid and nonassessable shares of common stock, par value $1.00 per share, of the Corporation (the "Common Stock"); (iii) each then outstanding share of preferred stock, without par value, of J.P. Morgan (the "J.P. Morgan Preferred Stock"), other than (A) shares which would be cancelled and retired and cease to exist as a result of the Merger and (B) shares as to which the holders have properly perfected any rights of appraisal pursuant to Section 262 of the Delaware General Corporation Law, shall be converted into a share of a corresponding series of preferred stock, par value $1.00 per share, of the Corporation (the "Preferred Stock"), in each case having A-1 9 substantially the same terms as the respective series of J.P. Morgan Preferred Stock being so converted (such Preferred Stock of the Corporation to be so issued being hereinafter referred to as the "Merger Preferred Stock"); and (iv) the Corporation's Certificate of Incorporation would be amended pursuant to the Merger Agreement and by virtue of the Merger to provide for (A) the change of the name of the Corporation to "J.P. Morgan Chase & Co." and (B) the designation of each series of Merger Preferred Stock; and further RESOLVED, that subject to stockholder approval of the Merger Agreement and to the filing with the Secretary of State of the State of Delaware of the certificates of designations referred to below with respect to each series of Merger Preferred Stock (collectively, the "Certificates of Designation"), the issuance of such shares of Merger Preferred Stock in accordance with the terms of the Merger Agreement be, and it hereby is, authorized and, upon such issuance, such shares of Merger Preferred Stock shall be validly issued, fully paid and nonassessable and free of preemptive rights; and further RESOLVED, that the maximum number of shares of each series of Merger Preferred Stock authorized to be so issued in connection with the Merger upon conversion of the respective series of J.P. Morgan Preferred Stock shall be as follows: (i) up to 2,444,300 shares upon conversion of J.P. Morgan's Adjustable Rate Cumulative Preferred Stock, Series A; (ii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series B; (iii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series C; (iv) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series D; (v) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series E; (vi) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series F; and (vii) up to 400,000 shares upon conversion of J.P. Morgan's 6 5/8% Cumulative Preferred Stock, Series H; and further RESOLVED, that the voting powers, preferences and special rights of each series of Merger Preferred Stock shall be substantially identical to the voting powers, preferences and special rights applicable to, and specified in the certificate of designations with respect to, the respective series of J.P. Morgan Preferred Stock to be converted into such series of Merger Preferred Stock pursuant to the Merger, and that the Certificate of Designation for each series of Merger Preferred Stock shall provide for the voting rights specified in the corresponding series of J.P. Morgan Preferred Stock; and further RESOLVED, that the Stock Committee of the Board of Directors be, and it hereby is, authorized to approve, within the limits specified in the foregoing resolutions, the form, terms and provisions of each Certificate of Designation and to take such other actions as such committee deems necessary or desirable to effect the issuance of the Merger Preferred Stock in accordance with these resolutions. 2. The Stock Committee of the Board of Directors on December 18, 2000, pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: A-2 10 RESOLVED, that pursuant to resolutions of the Board of Directors of the Corporation adopted on September 12, 2000, the issue of up to 2,429,300 shares of Adjustable Rate Cumulative Preferred Stock, Series A, $1.00 par value, of the Corporation is hereby authorized, and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications of all 2,429,300 shares of this series, in addition to those set forth in the Certificate of Incorporation are hereby fixed as follows: 1. Designation. The designation of such preferred stock shall be Adjustable Rate Cumulative Preferred Stock, Series A (hereinafter referred to as the "Series A Preferred Stock") and the number of shares constituting such series is 2,429,300. Shares of the Series A Preferred Stock shall have a stated value of $100 per share. The number of authorized shares of the Series A Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of the Series A Preferred Stock shall not be increased. 2. Dividends. Dividend rates on the shares of the Series A Preferred Stock shall be for the period that commences on January 1, 2001 and that shall end on and include March 31, 2001 (the "Initial Dividend Period") and for each quarterly dividend period (hereinafter referred to as a "Quarterly Dividend Period" and the Initial Dividend Period or any Quarterly Dividend Period, being hereinafter individually referred to as a "Dividend Period" and collectively as "Dividend Periods"), thereafter, which Quarterly Dividend Periods shall commence on January 1, April 1, July 1 and October 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period, at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in Section 3) in respect of each Dividend Period. Such dividends shall be cumulative from the first day of the Initial Dividend Period and shall be payable, when and as declared by the Board of Directors, on March 31, June 30, September 30 and December 31 of each year, commencing with such date that is the last day of the Initial Dividend Period. Each such dividend shall be paid to the holders of record of shares of the Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation, or by a committee of said Board of Directors duly authorized to fix such date. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation, or by a committee of said Board of Directors duly authorized to fix such date. In the event that there shall be outstanding shares of any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series A Preferred Stock or such other series of preferred stock, shall make payments ratably upon all outstanding shares of the Series A Preferred Stock and such other series of preferred stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of the Series A Preferred Stock and such other series of preferred stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. Dividends payable on the Series A Preferred Stock for each full Dividend Period (including the Initial Dividend Period) shall be computed by dividing the Applicable Rate by four. Dividends payable on the Series A Preferred Stock for any A-3 11 period less than a full Dividend Period shall be computed on the basis of a 360 day year of four 90 day quarters and the actual number of days elapsed in the period for which payable. 3. Definition of Applicable Rate, etc. Except as provided below in this paragraph, the "Applicable Rate" for each Dividend Period shall be (a) 4.875% less than (b) the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. In the event that the Corporation determines in good faith that for any reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Twenty Year Constant Maturity Rate cannot be determined for any Dividend Period, then the Applicable Rate for such Dividend Period shall be 4.875% less than the higher of whichever two of such Rates can be so determined; (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Twenty Year Constant Maturity Rate can be determined for any Dividend Period, then the Applicable Rate for such Dividend Period shall be 4.875% less than whichever such Rate can be so determined; or (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate can be determined for any Dividend Period, then the Applicable Rate in effect for the preceding Dividend Period shall be continued for such Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Dividend Period shall in no event be less than 5.00% per annum or greater than 11.50% per annum. Except as provided below in this paragraph, the "Treasury Bill Rate" for each Dividend Period shall be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of March, June, September or December, as the case may be, prior to the Dividend Period for which the dividend rate on the Series A Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum market discount rate for three-month U.S. Treasury bills shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. A-4 12 Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for all of the U.S. Treasury bills then having maturities of not less than 80 nor more than 100 days, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of March, June, September or December, as the case may be, prior to the Dividend Period for which the dividend rate on the Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield shall not be A-5 13 published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eight nor more than twelve years, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each Dividend Period shall be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of March, June, September or December, as the case may be, prior to the Dividend Period for which the dividend rate on the Series A Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant A-6 14 Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more than twenty-two years, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any Dividend Period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percentage point. The Applicable Rate with respect to each Dividend Period shall be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The Corporation shall cause each Applicable Rate to be published in a newspaper of general circulation in New York City prior to the commencement of the Dividend Period to which it applies and shall cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holder of the Series A Preferred Stock. For purposes of this Section, the term (i) "Calendar Period" shall mean 14 calendar days; (ii) "Special Securities" shall mean securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (iii) "Ten Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (iv) "Twenty Year Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). A-7 15 4. Redemption. The Corporation, at its option, may redeem the Series A Preferred Stock, as a whole or in part, at any time or from time to time, at a redemption price of $100.00 per share, plus, in each case, accrued and unpaid dividends thereto to the date fixed for redemption. In the event the Corporation shall redeem shares of Series A Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed; at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state) such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of the Series A Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series A Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Corporation in its sole discretion to be equitable. A new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. Notwithstanding the foregoing provisions of this Section 4, if any dividends on the Series A Preferred Stock are in arrears, no shares of the Series A Preferred Stock shall be redeemed unless all outstanding shares of the Series A Preferred Stock are simultaneously redeemed, and the Corporation 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 the Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of the Series A Preferred Stock. A-8 16 5. Shares to be Retired. All shares of the Series A Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of the Series A Preferred Stock shall not have any rights to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. The Series A Preferred Stock shall have no voting powers either general or special except as otherwise required by law and as hereinafter provided in this Section 7. If at the time of any annual meeting of stockholders for the election of directors, the equivalent of six-quarterly dividends (whether or not consecutive) payable on any share or shares of preferred stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. The holders of record of the Series A Preferred Stock, voting separately as a class with the holders of shares of any one or more other series of preferred stock upon which like voting rights have been conferred (including, without limitations, the Corporation's Variable Cumulative Preferred Stock, Series B through F, the 6 5/8% Cumulative Preferred Stock, 10.84% Cumulative Preferred Stock, Adjustable Rate Cumulative Preferred Stock, Series L, Adjustable Rate Cumulative Preferred Stock, Series N (collectively the "Outstanding Cumulative Preferred Stock")) shall be entitled at said 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 thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Preferred Stock being entitled to cast one tenth (1/10) of one vote and the holders of the Outstanding Cumulative Preferred Stock entitled to cast one vote per share, with the remaining directors of the Corporation to be elected by the holders of shares of any other class or classes or series of stock entitled to vote therefor. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the next 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 default shall cease to exist, the holders of the Series A Preferred Stock and the holders of shares of any one or more series of preferred stock upon which like voting rights have been conferred (including, without limitation, the Outstanding Cumulative Preferred Stock) shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. A-9 17 Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of record of at least 66 2/3% of all of the Series A Preferred Stock and all other shares of the same class at the time outstanding (including, without limitation, the Outstanding Cumulative Preferred Stock and the Corporation's Fixed/Adjustable Rate Noncumulative Preferred Stock (collectively, the "Other Preferred Stock")), given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, voting as a class without regard to series, the holders of the Series A Preferred Stock being entitled to cast one tenth (1/10) of one vote per share and the holders of Other Preferred Stock entitled to cast one vote per share, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Restated Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designation, Preferences and Rights or any similar document relating to any series of preferred stock) so as to affect adversely the preferences, rights, powers or privileges of the Series A Preferred Stock and any other shares of the same class (including, without limitation, the Other Preferred Stock); provided, however, that in any case in which one or more, but not all, series of Other Preferred Stock or Series A Preferred Stock or other series of such class would be adversely affected as to the preferences, rights, powers or privileges thereof, the affirmative consent of holders of shares entitled to cast at least 66 2/3% of the votes entitled to be cast by the holders of all of the shares of all of the series that would be adversely affected, voting as a class, shall be required in lieu thereof. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of record of at least 66 2/3% of all of the shares of the Series A Preferred Stock and all other series of preferred stock ranking on a parity (including, without limitation, the Other Preferred Stock) with shares of the Series A Preferred Stock, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of the Series A Preferred Stock, the Other Preferred Stock and shares of such other series of preferred stock shall vote together as a single class without regard to series, the holders of the Series A Preferred Stock being entitled to cast one tenth (1/10) of one vote and the holders of Other Preferred Stock being entitled to cast one vote per share, shall be necessary to issue, authorize, or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any additional class or series of stock ranking prior to the Series A Preferred Stock, Other Preferred Stock or such other preferred stock as to dividends or upon liquidation. 8. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of Common Stock or of any other shares of stock of the Corporation ranking as to such a distribution junior to the Series A Preferred Stock, an amount equal to $100 per share plus an amount equal to any accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for payment of such distribution. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series A Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series A Preferred Stock are not paid in full, the holders of the Series A Preferred Stock A-10 18 and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series A Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series A Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Neither the sale, conveyance, exchange or transfer of all or substantially all the property or business of the Corporation, the merger or consolidation of the Corporation into or with any other corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, of the Corporation for the purposes of this Section 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any of the Series A Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the Common Stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series A Preferred Stock (as defined below, the "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of preferred stock other than Junior Stock, at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment. 10. Ranking of Stock of the Corporation. For purposes of this designation, any stock of any class or classes of the Corporation shall be deemed to rank: (1) prior to the shares of the Series A Preferred Stock, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of the Series A Preferred Stock; (2) on a parity with shares of the Series A Preferred Stock, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series A Preferred Stock, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of the Series A Preferred Stock; and (3) junior to shares of the Series A Preferred Stock, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of the A-11 19 Series A Preferred Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. A-12 20 Appendix B CERTIFICATE OF DESIGNATIONS OF VARIABLE CUMULATIVE PREFERRED STOCK, SERIES B THROUGH F OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation Law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were duly adopted by the Board of Directors of the Corporation at a meeting duly held and convened on September 12, 2000, and by the Stock Committee of the Board of Directors by unanimous written consent executed on December 18, 2000, pursuant to authority conferred upon the Board of Directors by the provisions of the Restated Certificate of Incorporation of the Corporation, which authorized the issuance of up to 200,000,000 shares of preferred stock, par value $1.00 per share, and pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by the resolutions of the Board of Directors adopted at a meeting duly convened and held on September 12, 2000: 1. The Board of Directors on September 12, 2000 adopted the following resolutions authorizing the Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of Preferred Stock pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 12, 2000, between J.P. Morgan & Co. Incorporated, a Delaware corporation ("J.P. Morgan") and the Corporation, which provided for the merger of J.P. Morgan with and into the Corporation, with the Corporation continuing as the surviving corporation in the merger under the name "J.P. Morgan Chase & Co.": RESOLVED, that it is advisable and in the best interests of The Chase Manhattan Corporation (the "Corporation") and its stockholders for the Corporation to enter into the Agreement and Plan of Merger between the Corporation and J.P. Morgan & Co. Incorporated, a Delaware corporation ("J.P. Morgan"), substantially in the form presented to this Meeting (the "Merger Agreement"), pursuant to which, among other things: (i) J.P. Morgan would merge with and into the Corporation (the "Merger"); (ii) in accordance with the terms and conditions of the Merger Agreement, each then outstanding share of common stock, par value $2.50 per share, of J.P. Morgan ("J.P. Morgan Common Stock"), other than shares which would be cancelled and retired and cease to exist as a result of the Merger, would be converted into 3.70 fully paid and nonassessable shares of common stock, par value $1.00 per share, of the Corporation (the "Common Stock"); (iii) each then outstanding share of preferred stock, without par value, of J.P. Morgan (the "J.P. Morgan Preferred Stock"), other than (A) shares which would be cancelled and retired and cease to exist as a result of the Merger and (B) shares as to which the holders have properly perfected any rights of appraisal pursuant to Section 262 of the Delaware General Corporation Law, shall be converted into a share of a corresponding series of preferred stock, par B-1 21 value $1.00 per share, of the Corporation (the "Preferred Stock"), in each case having substantially the same terms as the respective series of J.P. Morgan Preferred Stock being so converted (such Preferred Stock of the Corporation to be so issued being hereinafter referred to as the "Merger Preferred Stock"); and (iv) the Corporation's Certificate of Incorporation would be amended pursuant to the Merger Agreement and by virtue of the Merger to provide for (A) the change of the name of the Corporation to "J.P. Morgan Chase & Co." and (B) the designation of each series of Merger Preferred Stock; and further RESOLVED, that subject to stockholder approval of the Merger Agreement and to the filing with the Secretary of State of the State of Delaware of the certificates of designations referred to below with respect to each series of Merger Preferred Stock (collectively, the "Certificates of Designation"), the issuance of such shares of Merger Preferred Stock in accordance with the terms of the Merger Agreement be, and it hereby is, authorized and, upon such issuance, such shares of Merger Preferred Stock shall be validly issued, fully paid and nonassessable and free of preemptive rights; and further RESOLVED, that the maximum number of shares of each series of Merger Preferred Stock authorized to be so issued in connection with the Merger upon conversion of the respective series of J.P. Morgan Preferred Stock shall be as follows: (i) up to 2,444,300 shares upon conversion of J.P. Morgan's Adjustable Rate Cumulative Preferred Stock, Series A; (ii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series B; (iii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series C; (iv) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series D; (v) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series E; (vi) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series F; and (vii) up to 400,000 shares upon conversion of J.P. Morgan's 6 5/8% Cumulative Preferred Stock, Series H; and further RESOLVED, that the voting powers, preferences and special rights of each series of Merger Preferred Stock shall be substantially identical to the voting powers, preferences and special rights applicable to, and specified in the certificate of designations with respect to, the respective series of J.P. Morgan Preferred Stock to be converted into such series of Merger Preferred Stock pursuant to the Merger, and that the Certificate of Designation for each series of Merger Preferred Stock shall provide for the voting rights specified in the corresponding series of J.P. Morgan Preferred Stock; and further RESOLVED, that the Stock Committee of the Board of Directors be, and it hereby is, authorized to approve, within the limits specified in the foregoing resolutions, the form, terms and provisions of each Certificate of Designation and to take such other actions as such committee deems necessary or desirable to effect the issuance of the Merger Preferred Stock in accordance with these resolutions. B-2 22 2. The Stock Committee of the Board of Directors on December 18, 2000, pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: RESOLVED, that pursuant to resolutions of the Board of Directors of the Corporation adopted on September 12, 2000, the issue of (i) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series B; (ii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series C; (iii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series D; (iv) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series E; and (v) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series F; of the Corporation is hereby authorized, and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications of all the shares of such series are hereby fixed as follows: 1. Designation. The designation of such preferred stock shall be the Variable Cumulative Preferred Stock (hereinafter referred to as the "Variable Cumulative Preferred Stock") and the number of shares constituting such Variable Cumulative Preferred Stock is 250,000. Each share shall constitute a series, and there shall be five groups each comprising 50,000 series (each group a "Series"), such Series to be designated the Variable Cumulative Preferred Stock, Series B-1 through B-50,000 (hereinafter referred to as "Series B"), Variable Cumulative Preferred Stock, Series C-1 through C-50,000 (hereinafter referred to as "Series C"), Variable Cumulative Preferred Stock, Series D-1 through D-50,000 (hereinafter referred to as "Series D"), Variable Cumulative Preferred Stock, Series E-1 through E-50,000 (hereinafter referred to as "Series E"), and Variable Cumulative Preferred Stock, Series F-1 through F-50,000 (hereinafter referred to as "Series F"). Shares of the Variable Cumulative Preferred Stock shall have a stated value of $1,000 per share. 2. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: "Affiliate" shall mean any Person controlled by, in control of, or under common control with, the Corporation. "Agent Member" shall mean the member of the Auction Stock Depositary that will act on behalf of a Bidder and is identified as such in such Bidder's Master Purchaser's Letter. "Applicable Determining Rate" shall mean with respect to a Dividend Period from 1 day to 5 days, the greater of the Effective Composite Commercial Paper Rate for commercial paper of a term of 5 days and the Federal Funds Rate; with respect to a Dividend Period of 6 days to 89 days, the Effective Composite Commercial Paper Rate; with respect to a Dividend Period of 90 days to 364 days, the Effective LIBOR Rate; and with respect to a Dividend Period of 365 days to 30 years, the U.S. Treasury Rate. B-3 23 "Auction" shall mean the periodic implementation of the Auction Procedures. "Auction Date" shall mean the Business Day immediately preceding the first day of a Dividend Period for MMP. "Auction Method" shall mean the method of determining the duration of Dividend Periods and Dividend Rates for the Shares of Variable Cumulative Preferred Stock of a Series pursuant to the procedures described in paragraph D of Section 5 hereof. "Auction Procedures" shall mean the procedures for conducting Auctions set forth in Section 6 hereof. "Auction Stock Depositary" shall mean any securities depositary selected by the Corporation and reasonably acceptable to the Trust Company which agrees to follow the procedures required to be followed by such securities depositary in connection with the Auction of Shares of MMP. "Available Shares" shall have the meaning specified in paragraph C(1)(a) of Section 6 hereof. "Bid" and "Bids" shall have the respective meanings specified in paragraph A(2) of Section 6 hereof. "Bidder" and "Bidders" shall have the respective meanings specified in paragraph A(2) of Section 6 hereof. "Board of Directors" shall mean the Board of Directors of the Corporation or, unless the context otherwise requires, an authorized committee thereof. "Broker-Dealer" shall mean any broker-dealer, or other entity permitted by law to perform the function required of a Broker-Dealer in the Auction Procedures, that is a member of, or a participant in, the Auction Stock Depositary, and that has been selected by the Corporation and has entered into a Broker-Dealer Agreement with the Trust Company that remains effective and pursuant to which agreement such Broker-Dealer agrees to follow the Auction Procedures. "Business Day" shall mean a day on which the New York Stock Exchange, Inc. is open for trading and which is neither a Saturday, Sunday nor other day on which banks in The City of New York, New York, are authorized by law to close. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Converted MMP" shall mean Shares of MMP which, by reason of an election by the Method Selection Agent of a different Dividend Determination Method, will become SABRES at the end of the then-current Dividend Period applicable thereto. "Converted SABRES" shall mean Shares of SABRES which, by reason of an election by the Method Selection Agent of a different Dividend Determination Method, will become MMP at the end of the then-current Dividend Period applicable thereto. B-4 24 "Corporation" shall mean The Chase Manhattan Corporation, a Delaware corporation, and where the context requires with respect to periods prior to the Effective Time, shall also be deemed to refer to J.P. Morgan & Co. Incorporated, a Delaware corporation ("J.P. Morgan") prior to the Effective Time. "Dividend Determination Method" or "Method" shall mean either the Auction Method or the Remarketing Method. "Dividend Payment Date" shall mean, with respect to each Share of Variable Cumulative Preferred Stock, the first Business Day of the Subsequent Dividend Period immediately following the end of each Dividend Period applicable thereto, regardless of its length. In addition, "Dividend Payment Date" shall mean (i) in the case of Dividend Periods for MMP of any Series of more than 99 days, such additional Dividend Payment Dates as are determined by the Term Selection Agent for such Series prior to commencement of such Dividend Periods and (ii) in the case of Dividend Periods for SABRES of more than 99 days, the following additional dates: (a) if such Dividend Period is from 100 to 190 days, the 9lst day of such Dividend Period; (b) if such Dividend Period is from 191 to 281 days, the 91st and 182nd days of such Dividend Period; (c) if such Dividend Period is from 282 to 364 days, the 91st, 182nd and 273rd days of such Dividend Period; and (d) if such Dividend Period is from 365 days to 30 years, January 15, April 15, July 15 and October 15 of each year. However, in all such cases, if such Dividend Payment Date is not a Business Day, then such Dividend Payment Date shall be the Business Day next succeeding such date and, so long as the Auction Stock Depositary shall make payments to participants and members in next-day funds, if a day that otherwise would be a Dividend Payment Date for Shares of MMP is succeeded by a day which is not a Business Day then the Dividend Payment Date will be the next succeeding Business Day that is immediately succeeded by a Business Day. "Dividend Period" and "Dividend Periods" shall mean, as to each Share of Variable Cumulative Preferred Stock, each period, to which one or more Dividend Payment Dates may relate, with respect to which dividends on such Share shall accumulate and be payable, each such Dividend Period to be determined pursuant to either the Auction Method or the Remarketing Method (except as provided otherwise in Section 5.B with respect to the Initial Dividend Period). "Dividend Rate" and "Dividend Rates" shall mean, as to each Share of Variable Cumulative Preferred Stock, each rate at which dividends accumulate and are payable on such Share during a Dividend Period, such Dividend Rate to be determined pursuant to either the Auction Method or the Remarketing Method (except as provided otherwise in Section 5.B with respect to the Initial Dividend Period). "Effective Composite Commercial Paper Rate" shall mean, on any date, (i) the Money Market Yield of the rate on commercial paper placed on behalf of issuers whose corporate bonds are rated "AA" by Standard & Poor's or "Aa" by Moody's or the equivalent of such rating by another nationally recognized rating agency, for a maturity that equals the duration of the relevant Dividend Period as such rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York on such date, or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate by 2:00 P.M., New York B-5 25 City time, on such date, the Money Market Yield of the arithmetic mean of the rates on commercial paper of such maturity placed on behalf of such issuers, as quoted on a discount basis or otherwise by Lehman Commercial Paper Incorporated, Credit Suisse First Boston Corporation or Goldman, Sachs & Co., or, in lieu of any thereof, their respective affiliates or successors that are commercial paper dealers (the "Commercial Paper Dealers"), to the Trust Company or the Tender Agent, as the case may be, for the close of business on the Business Day immediately preceding such date. In the event that the Federal Reserve Bank of New York does not make available such a rate and if any Commercial Paper Dealer does not quote a rate required to determine the Effective Composite Commercial Paper Rate, the Effective Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the Corporation to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. "Substitute Commercial Paper Dealers" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated or Citibank N.A., or, in lieu of either thereof, their respective affiliates or successors that are commercial paper dealers. In the event that no quoted rates are available for a maturity that equals the duration of the relevant Dividend Period, then the rate will be the higher of the quoted rate for the maturity immediately shorter or immediately longer than the duration of the relevant Dividend Period. "Effective LIBOR Rate" shall mean, on any date, the offered rates for deposits in dollars for a period of the same duration as the relevant Dividend Period, which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on such date. If at least two such offered rates appear on the Reuters Screen LIBO Page, the Effective LIBOR Rate in respect of such date will be the arithmetic mean of such offered rates. If fewer than two offered rates appear, the Effective LIBOR Rate in respect of such date will be determined on the basis of the rates quoted to the Trust Company or the Tender Agent, as the case may be, at which deposits in dollars are offered by the Reference Banks (as hereinafter defined) at approximately 11:00 A.M., London time, on the day that is the Business Day preceding such date to prime banks in the London interbank market for a period of the same duration as the relevant Dividend Period. The Corporation shall request the principal London office of each of the Reference Banks to provide a quotation of such rate to the Trust Company or the Tender Agent, as the case may be. If at least two such quotations are provided, the Effective LIBOR Rate in respect of such date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the Effective LIBOR Rate in respect of such date will be the arithmetic mean of the rates quoted to the Trust Company or Tender Agent, as the case may be, by major banks in New York City, selected by the Corporation, at approximately 11:00 A.M., New York City time, on such date for loans in dollars to leading European banks for a period of the same duration as the relevant Dividend Period. "Reference Banks" means four major banks in the London interbank market, selected by the Corporation, and may include Morgan Guaranty Trust Company of New York or any successor thereto or affiliate thereof. In the event that no quoted rates are available for a maturity that equals the duration of the relevant Dividend Period, then the rate will be the higher of the quoted rate for the maturity immediately shorter or immediately longer than the duration of the relevant Dividend Period. B-6 26 "Effective Time" shall mean the effective time of the merger of J.P. Morgan & Co. Incorporated with and into the Corporation pursuant to the Agreement and Plan of Merger dated as of September 12, 2000 between the Corporation and J.P. Morgan & Co. Incorporated. "Existing Holder" shall mean, with respect to Shares of MMP, a Person who has signed a Master Purchaser's Letter and is listed as the beneficial owner of such Shares of MMP in the records of the Trust Company and will in all events include holders of Converted SABRES. "Federal Funds Rate" shall mean, on any date (i) the overnight Federal funds rate as such rate is made available by the Federal Reserve Bank of New York or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate by 2:00 P.M., New York City time, on any day, the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 A.M., New York City time, on that day by each of three leading brokers of Federal funds transactions in New York City as selected by the Corporation. "Fixed/Adjustable Preferred Stock" shall mean the Fixed/Adjustable Rate Noncumulative Preferred Stock, stated value $50 per share (par value $1 per share), of the Corporation. "Hold Order" and "Hold Orders" shall have the respective meanings specified in paragraph A(2) of Section 6 hereof. "Initial Auction Date" shall mean the Business Day immediately preceding the first day of a Dividend Period for Converted SABRES. "Initial Dividend Period" shall mean, for each Share of Variable Cumulative Preferred Stock, the initial Dividend Period applicable to such Share, which period (1) shall commence on the Dividend Payment Date that began the Dividend Period that was the last Dividend Period to begin prior to the Effective Time with respect to J.P. Morgan's Variable Cumulative Preferred Stock, Series B; J.P. Morgan's Variable Cumulative Preferred Stock, Series C; J.P. Morgan's Variable Cumulative Preferred Stock, Series D; J.P. Morgan's Variable Cumulative Preferred Stock, Series E; or J.P. Morgan's Variable Cumulative Preferred Stock, Series F (collectively referred to as the "J.P. Morgan Variable Preferred Stock"), as the case may be, which was converted into such Share, and (2) shall end on and include the day next preceding the first day of the next applicable Dividend Period. "Junior Stock" shall mean all stock of the Corporation now or hereafter authorized, except (i) the Variable Cumulative Preferred Stock, (ii) the Series A Preferred Stock, (iii) the 6 5/8% Preferred Stock, (iv) the 10.84% Preferred Stock, (iv) the Series L Preferred Stock, (v) the Series N Preferred Stock, (vi) the Fixed/Adjustable Preferred Stock and (vii) any future class of stock ranking prior to or on a parity with the Variable Cumulative Preferred Stock as to dividends or distributions upon liquidation. "Master Purchaser's Letter" shall mean a letter addressed to the Corporation, the Trust Company, a Remarketing Agent, and an Agent Member in which a Person agrees, among other things, that if such Person should offer to purchase, purchase, offer to sell and/or sell Shares of a Series of Variable Cumulative Preferred Stock, such Person will be bound by the B-7 27 Auction Procedures and the Remarketing Procedures; such letter to be in substantially the form set forth as Exhibit C to the Trust Company Agreement, dated as of December 15, 1989, between the Corporation and Bankers Trust Company, or in such other form as may be agreed (i) with respect to MMP, by the Corporation and the Trust Company and (ii) with respect to SABRES, by the Corporation and the applicable Remarketing Agent. "Maximum Rate" shall mean, on any date, with respect to any Share of Variable Cumulative Preferred Stock, the product of the percentage (determined as set forth below based on the prevailing rating of such Share of Variable Cumulative Preferred Stock in effect at the close of business on the second Business Day immediately preceding such date) and the Applicable Determining Rate for such Share on such date:
Percentage of Applicable Prevailing Rating Determining Rate ------------------ ------------------------ AA-/"aa3" or above 110% A-/"a3" 125% BBB-/"baa3" 150% Below BBB-/"baa3" 200%
For purposes of this definition, the "prevailing rating" of each Series of Variable Cumulative Preferred Stock shall be (i) AA-/"aa3" or above, if the Shares of such Series of Variable Cumulative Preferred Stock have a rating of AA-or better by Standard & Poor's or "aa3" or better by Moody's or the equivalent of either of such ratings by a substitute rating agency or agencies selected as provided below, (ii) if not AA-/"aa3" or above, then A-/"a3" if the Shares of such Series of Variable Cumulative Preferred Stock have a rating of A-or better by Standard & Poor's or "a3" or better by Moody's or the equivalent of either of such ratings by a substitute rating agency or agencies selected as provided below, (iii) if not AA-/"aa3" or above or A-/"a3" then BBB-/"baa3" if the Shares of such Series of Variable Cumulative Preferred Stock have a rating of BBB- or better by Standard & Poor's or "baa3" or better by Moody's or the equivalent of either of such ratings by a substitute rating agency or agencies selected as provided below, and (iv) if not AA-/"aa3" or above, A-/"a3" or BBB-/"baa3" then below BBB-/"baa3". The Corporation will take all reasonable action necessary to enable Standard & Poor's and Moody's to provide a rating for each Series of the Variable Cumulative Preferred Stock. If either Standard & Poor's or Moody's fails to make such a rating available, the Corporation or its duly authorized agent will select one or two nationally recognized securities rating agencies to act as a substitute rating agency or agencies, as the case may be. If an alternative nationally recognized securities rating agency or agencies are not available, the applicable rating shall be the highest rating last published by Standard & Poor's, Moody's or such substitute rating agency or agencies. "Method Selection Agent" shall mean at any time the entity appointed by the Corporation to act on its behalf in selecting Dividend Determination Methods for a Series of Variable Cumulative Preferred Stock, provided that, if the Corporation shall appoint more than one entity to so act with respect to a Series, "Method Selection Agent" shall mean, unless the context otherwise requires, all entities so appointed. B-8 28 "Money Market Yield" shall mean, with respect to any rate which is quoted on a bank discount basis, a yield (expressed as a percentage) 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, quoted on a bank discount basis and expressed as a decimal; and "M" refers to the number of days for which such bank discount rate is quoted. "MMP" shall mean the Shares of Variable Cumulative Preferred Stock for which the Dividend Rate and Dividend Period are determined, other than during a Payment Failure, pursuant to the Auction Method and during a Payment Failure, "MMP" shall mean the Shares of Variable Cumulative Preferred Stock which were MMP immediately preceding such Payment Failure. "Moody's" shall mean Moody's Investors Service and its successors. "Notice of Method Selection" shall mean a notice from the applicable Method Selection Agent to all record holders of Shares of Variable Cumulative Preferred Stock of a Series specifying the Dividend Determination Method for any Subsequent Dividend Period with respect to all Shares of such Series. "Notice of Removal" shall mean a notice from the Corporation to all record holders of Shares of Variable Cumulative Preferred Stock of a Series specifying that each Term Selection Agent or Method Selection Agent, as the case may be, with respect to such Series has been removed by the Corporation. "Notice of Term Selection" shall mean a notice from the applicable Term Selection Agent to all record holders of Shares of MMP or Converted SABRES of a Series specifying, among other things, the length of the next succeeding Dividend Period with respect to such Series. "Notice of Withdrawal" shall mean a notice from the applicable Term Selection Agent to all record holders of Shares of MMP or Converted SABRES of a Series specifying that the Notice of Term Selection previously sent to record holders of Shares of such Series has been withdrawn. "Order" and "Orders" shall have the respective meanings specified in paragraph A(2) of Section 6 hereof. "Other Outstanding Preferred Stock" shall mean the Series A Preferred Stock, the 6 5/8% Preferred Stock, the Series L Preferred Stock, the Series N Preferred Stock, the 10.84% Cumulative Preferred Stock, and the Fixed/Adjustable Preferred Stock. "Outstanding" shall mean, as of any date, Shares of a Series of Variable Cumulative Preferred Stock theretofore issued by the Corporation except (i) any Shares of such B-9 29 Series of Variable Cumulative Preferred Stock theretofore cancelled or delivered for cancellation or redeemed by the Corporation, or as to which a notice of redemption shall have been given by the Corporation (unless the Corporation defaults in providing money for the payment of the redemption price of such Shares within three Business Days following the redemption date therefor), (ii) any Shares of such Series of Variable Cumulative Preferred Stock as to which the Corporation or any Affiliate thereof shall be an owner (except that any Shares acquired by an Affiliate which is a Broker-Dealer and which acquired such Shares in the normal course of its business shall be deemed to be Outstanding), or (iii) any Shares of such Series of Variable Cumulative Preferred Stock represented by any certificate in lieu of which a new certificate has been executed and delivered by the Corporation. "Outstanding Cumulative Preferred Stock" shall mean the Series A Preferred Stock, the 6 5/8% Preferred Stock, the Series L Preferred Stock, the Series N Preferred Stock and the 10.84% Preferred Stock. "Paying Agent" shall mean a bank or trust company duly appointed as such Paying Agent. "Payment Failure" shall mean any failure by the Corporation to pay (or set aside for payment): (i) any dividends in respect of any Share of Variable Cumulative Preferred Stock which have accumulated during any Dividend Period applicable to such Share on the last Dividend Payment Date with respect to such Dividend Period or (ii) the redemption price in respect of Shares of Variable Cumulative Preferred Stock called for redemption on the date of redemption, provided that, in the case of either clause (i) or (ii) above, such failure shall continue unremedied for more than three Business Days. "Person" shall mean and include an individual, a partnership, a corporation, a trust, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof. "Potential Holder" shall mean, with respect to Shares of MMP, any Person, including any Existing Holder, (i) who shall have executed a Master Purchaser's Letter and (ii) who may be interested in acquiring Shares of MMP (or, in the case of an Existing Holder, acquiring additional Shares of MMP). "Remaining Shares" shall have the meaning specified in paragraph D(1)(d) of Section 6 hereof. "Remarketing" shall mean the periodic implementation of the Remarketing Procedures. "Remarketing Agent" shall mean, at any time, the entity or entities appointed by the Corporation to act on its behalf in establishing Dividend Rates, Dividend Periods, redemption prices and redemption dates for Shares of SABRES of a Series and to act on behalf of holders of such Shares in Remarketing such Shares as provided in the Remarketing Procedures. B-10 30 "Remarketing Agreement" shall mean an agreement between the Corporation and a Remarketing Agent pursuant to which a Remarketing Agent agrees to follow the Remarketing Procedures. "Remarketing Conditions" shall mean the following factors: (i) short-term and long-term market rates and indices of such short-term and long-term rates, (ii) market supply and demand for short-term and long-term securities, (iii) yield curves for short-term and long-term securities comparable to the Shares of Variable Cumulative Preferred Stock, (iv) industry and financial conditions which may affect the Shares of Variable Cumulative Preferred Stock, (v) the number of Shares of Variable Cumulative Preferred Stock to be sold pursuant to an Auction or a Remarketing, as the case may be, (vi) the number of potential purchasers of Variable Cumulative Preferred Stock, (vii) the Dividend Periods and Dividend Rates at which current and potential holders of Variable Cumulative Preferred Stock would remain or become holders, (viii) current tax laws and administrative interpretations with respect thereto and (ix) discussions with the Corporation about its current and projected funding requirements based on its asset and liability position, tax position and current financing objectives. "Remarketing Method" shall mean a method of determining the duration of Dividend Periods and Dividend Rates for the Shares of Variable Cumulative Preferred Stock of a Series pursuant to the Remarketing Procedures, as described in paragraph E of Section 5 hereof. "Remarketing Procedures" shall mean the procedures for Remarketing Shares of SABRES set forth in Section 7 hereof. "Rounding Procedures" shall mean, if as a result of an Auction (including the implementation of the Auction Procedures), any Existing Holder would be entitled to hold or required to sell, or any Potential Holder would be required to purchase, a number of Shares of MMP not evenly divisible by 100, on any Auction Date, the Trust Company shall, in such manner as it determines, round up or down the number of Shares of MMP to be held, purchased or sold by each Existing Holder or Potential Holder on such Auction Date so that the number of Shares of MMP held, purchased or sold by each Existing Holder or Potential Holder on such Auction Date will be a number of Shares of MMP evenly divisible by 100, even if such allocation results in one or more of such Potential Holders not purchasing any Shares of MMP on such Auction Date. "SABRES" shall mean the Shares of Variable Cumulative Preferred Stock for which the Dividend Rate and Dividend Period are determined, other than during a Payment Failure, pursuant to the Remarketing Method and during a Payment Failure, "SABRES" shall mean the Shares of Variable Cumulative Preferred Stock which were SABRES immediately preceding such Payment Failure. "SABRES Depositary" shall mean any depositary selected by the Corporation which agrees to follow the procedures required to be followed by such depositary in connection with the Shares of SABRES. "Sell Order" and "Sell Orders" shall have the respective meanings specified in paragraph A(2) of Section 6 hereof. B-11 31 "Series" shall mean each group of series of Shares of Variable Cumulative Preferred Stock, of 50,000 Shares each, designated Series B, Series C, Series D, Series E and Series F, respectively. "Series A Preferred Stock" shall mean the Adjustable Rate Cumulative Preferred Stock, Series A, stated value $100 per share (par value $1 per share), of the Corporation. "Series L Preferred Stock" shall mean the Adjustable Rate Cumulative Preferred Stock, Series L, stated value $100 per share (par value $1 per share), of the Corporation. "Series N Preferred Stock" shall mean the Adjustable Rate Cumulative Preferred Stock, Series N, stated value $100 per share (par value $1 per share), of the Corporation. "Shares" shall mean the shares of any or all Series of Variable Cumulative Preferred Stock. As the context requires with respect to any Share, a reference to such "Share" prior to the Effective Time shall be deemed to refer to the share of preferred stock of J.P. Morgan & Co. Incorporated that was converted into such Share of the Corporation at the Effective Time. "Standard & Poor's" shall mean Standard & Poor's Rating Services and its successors. "Standard Auction Period" shall mean 49 days, provided that, if there is a change in tax law altering the holding period specified in Section 246(c) of the Code or any successor provision thereto, the Board of Directors may increase or decrease the period of time theretofore constituting the Standard Auction Period so as to adjust uniformly the number of days in the Standard Auction Period for Dividend Periods commencing after the date of such change in law to equal or exceed the then-current holding period specified in Section 246(c) of the Code or any successor provision thereto, and such period as so adjusted shall be the Standard Auction Period; and provided further that the number of days as so adjusted shall not exceed 98 and shall be evenly divisible by 7. "Submission Deadline" shall mean 1:00 P.M., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to submit Orders to the Trust Company as specified by the Trust Company from time to time. "Submitted Bid" and "Submitted Bids" shall have the respective meanings specified in paragraph C(l) of Section 6 hereof. "Submitted Hold Order" and "Submitted Hold Orders" shall have the respective meanings specified in paragraph C(1) of Section 6 hereof. "Submitted Order" and "Submitted Orders" shall have the respective meanings specified in paragraph C(1) of Section 6 hereof. "Submitted Sell Order" and "Submitted Sell Orders" shall have the respective meanings specified in paragraph C(1) of Section 6 hereof. B-12 32 "Subsequent Dividend Period" and "Subsequent Dividend Periods" shall mean, for each Share of Variable Cumulative Preferred Stock, each Dividend Period applicable thereto other than the Initial Dividend Period applicable thereto. "Sufficient Clearing Bids" shall have the meaning specified in paragraph C(1)(b) of Section 6 hereof. "10.84% Preferred Stock" shall mean the 10.84% Cumulative Preferred Stock, stated value $25 per share (par value $1 per share), of the Corporation. "Tender Agent" shall mean, at any time, the bank or the organization appointed by the Corporation to perform the duties of Tender Agent as provided in the Remarketing Procedures. "Term Selection Agent" shall mean at any time the entity appointed by the Corporation to act on its behalf in establishing Dividend Periods, redemption prices and redemption dates for a Series of MMP or Converted SABRES, provided that, if the Corporation shall appoint more than one entity to so act with respect to a Series, "Term Selection Agent" shall mean, unless the context otherwise requires, all entities so appointed. "Trust Company" shall mean a bank or trust company duly appointed as such. "Unit" shall mean 100 Shares, or integral multiples thereof, of a Series of Variable Cumulative Preferred Stock. "U.S. Treasury Rate" shall mean, on any date, (i) the yield as calculated by reference to the bid price quotation of the actively traded, current coupon Treasury security with a maturity most nearly comparable to the length of the related Dividend Period, as such bid price quotation is published on the Business Day immediately preceding such date by the Federal Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U.S. Government Securities report for such Business Day, or (ii) if such yield as so calculated is not available, the Alternate Treasury Rate on such date. "Alternate Treasury Rate" on any date means the yield as calculated by reference to the arithmetic average of the bid price quotations of the actively traded, current coupon Treasury security with a maturity most nearly comparable to the length of the related Dividend Period, as determined by bid price quotations as of any time on the Business Day immediately preceding such date, obtained by the Trust Company or the Tender Agent, as the case may be, from at least three recognized primary U.S. Government securities dealers selected by the Corporation. "Winning Bid Rate" shall have the meaning specified in paragraph C(1)(c) of Section 6 hereof. "6 5/8% Preferred Stock" shall mean the 6 5/8% Cumulative Preferred Stock, stated value $500 per share (par value $1 per share), of the Corporation. B-13 33 3. Parity. All Shares of all Series of Variable Cumulative Preferred Stock, and all shares of Other Outstanding Preferred Stock shall rank equally with respect to payments of dividends and distributions upon liquidation. 4. Different Shares as Different Series. Each Share of Variable Cumulative Preferred Stock shall be a separate series of its respective Series. Each Share shall have identical voting powers, designations, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof; provided, however, that each Share may have a different Dividend Period, Dividend Rate, redemption price and redemption date from each other Share, including without limitation different Dividend Rates, redemption prices and redemption dates for Shares having Dividend Periods of equal length which were set on the same day. Shares will be issued in Units only. 5. Dividends and Dividend Periods. A. The holders of Shares of Variable Cumulative Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, cumulative cash preferential dividends at the Dividend Rates per annum, on the dates, for the periods and otherwise in the manner provided in this Section 5. Such preferential dividends shall be declared and paid or set apart for payment in full for all previous Dividend Periods before the declaration, payment or setting apart of any funds or assets for payment of any dividends on, or the making of, or the setting apart of, any funds or assets for any distribution with respect to, any class of Junior Stock, and before any purchase, redemption or other acquisition of any class of Junior Stock or the setting apart of any funds or assets for such purchase, redemption or acquisition. Each Share of Variable Cumulative Preferred Stock shall rank on a parity with each share of Other Outstanding Preferred Stock and with each other Share of Variable Cumulative Preferred Stock, irrespective of Series, with respect to the preferential dividends at the respective rate fixed for such Share, and no preferential dividend shall be declared or paid or set apart for payment on any Shares of Variable Cumulative Preferred Stock of any Series for any current Dividend Period if dividends on any other Shares of Variable Cumulative Preferred Stock or Other Outstanding Preferred Stock are accumulated and unpaid for any prior dividend period or, in case of payment of dividend arrearages on Variable Cumulative Preferred Stock or Other Outstanding Preferred Stock, unless at the same time the Corporation shall also declare or pay or set apart for payment, as the case may be, such amounts with respect to all such dividend arrearages on all shares of Variable Cumulative Preferred Stock and Other Outstanding Preferred Stock so that all such shares shall share ratably in such payment in proportion to the respective amounts of dividends in arrears on all such shares to the date of payment. For purposes hereof, dividend accumulations and arrearages do not include any dividends which have not yet become payable or dividends for any Dividend Payment Date that has not occurred. B. Dividends on each Share of Variable Cumulative Preferred Stock shall accumulate from the first day of the Initial Dividend Period and shall be payable on the last Dividend Payment Date with respect to each Dividend Period applicable thereto, regardless of its length, and on each additional Dividend Payment Date, if any, for such Share. Each of (i) the duration of the Initial Dividend Period with respect to a Series of Variable Cumulative Preferred Stock, (ii) each additional Dividend Payment Date, if any, during the Initial Dividend Period B-14 34 with respect to a Series of Variable Cumulative Preferred Stock and (iii) the Dividend Rate for each Share of Variable Cumulative Preferred Stock for the Initial Dividend Period shall be the period, dates (if any) and rate determined in accordance with the terms of the share of preferred stock of J.P. Morgan & Co. Incorporated that was converted into such Share. In no event shall a dividend be paid with respect to any Dividend Payment Date if a corresponding equivalent dividend was paid on a share of J.P. Morgan Variable Preferred Stock that was converted into such Share. Thereafter, the determination of the duration of each Dividend Period with respect to each Series of Variable Cumulative Preferred Stock and the Dividend Rate and each Dividend Payment Date for such Subsequent Dividend Period shall be determined by either the Auction Method or the Remarketing Method. Subject to the limitations set forth below, either Dividend Determination Method may be selected by the Method Selection Agent for a Series of Variable Cumulative Preferred Stock for any Subsequent Dividend Period with respect to all the Shares of Variable Cumulative Preferred Stock of such Series if such Method Selection Agent determines at the time of such selection, based upon then-current Remarketing Conditions, that the Method so selected will be the most favorable financing alternative for the Corporation. If more than one entity is serving as Method Selection Agent for a Series, such entities shall act in concert in performing their duties, provided that the notices referred to herein may be given by one entity on behalf of all such entities. The Method Selection Agent for any Series shall make such selection in a Notice of Method Selection sent to holders of record of Shares of such Series by such Method Selection Agent, by first-class mail, postage prepaid, to the address of each such holder as the same appears on the stock register of the Corporation, not less than seven Business Days prior to the first day of such Subsequent Dividend Period. Copies of such Notice of Method Selection shall be delivered physically or by telecopier or other written electronic communication to the Corporation and the Trust Company or the Remarketing Agent, as the case may be, at the same time they are transmitted to the record holders of Shares. Each Notice of Method Selection will state the Method selected by the Method Selection Agent. If the Method Selection Agent for a Series which are then SABRES selects the Auction Method for any Subsequent Dividend Period, the Remarketing Agent for such Series will establish Dividend Periods and Dividend Rates for Shares of such Series until the Initial Auction Date in a manner that will best promote an orderly transition to the Auction Method. Any Dividend Determination Method so selected by the Method Selection Agent for a Series shall continue in effect for such Series until the Method Selection Agent selects the other Method in the aforesaid manner. Until a Method Selection Agent for any Series has been appointed, the Dividend Determination Method will be the Auction Method. Any Notice of Method Selection with respect to any Subsequent Dividend Period for any Series of Variable Cumulative Preferred Stock shall be deemed to have been withdrawn if on or prior to the second Business Day preceding the first day of such Subsequent Dividend Period the Corporation shall have removed the Method Selection Agent for such Series, and in such event the Corporation shall give a Notice of Removal to record holders of Shares of such Series by first-class mail, postage prepaid, to the address of each such holder as the same appears on the stock register of the Corporation. If more than one entity has been appointed and is acting as Method Selection Agent for that Series, such Notice of Method Selection shall be deemed to have been withdrawn only if the Corporation shall have removed all such entities; and the removal at any time by the Corporation of one or more but not all such entities shall not effect a B-15 35 deemed withdrawal of a Notice of Method Selection and in any such event no Notice of Removal need be given. Copies of any Notice of Removal shall be delivered physically or by telecopier or other written electronic communication to the Trust Company or the applicable Remarketing Agent, as the case may be, at the same time they are transmitted to the record holders of Shares. If the Method Selection Agent for any Series resigns or is removed (or, in either case, if more than one entity has been appointed and is acting as Method Selection Agent for that Series, then all such entities), the Dividend Determination Method applicable to such Series in effect at the time of such resignation or removal will continue in effect until the Corporation appoints a successor Method Selection Agent for such Series and such Method Selection Agent sends a Notice of Method Selection. If, as a result of such resignation or removal of the Method Selection Agent, the Dividend Determination Method for any Series will continue to be the Auction Method, then the duration of the next succeeding Dividend Period for such Series will be the Standard Auction Period. Any Method for a Series of Variable Cumulative Preferred Stock selected by the Method Selection Agent for such Series pursuant to a Notice of Method Selection (except a Notice of Method Selection that is deemed to be withdrawn) shall be conclusive and binding on the Corporation and the holders of Shares of such Series. If the Notice of Method Selection is not deemed to have been withdrawn, any Method so selected by the Method Selection Agent for a Series will continue in effect for that Series until such Method Selection Agent selects the other Method in the aforesaid manner. No defect in the Notice of Method Selection or the Notice of Removal of the Method Selection Agent or in the mailing thereof shall affect the validity of any change in the Dividend Determination Method or any such withdrawal or removal. Notwithstanding the foregoing, the Method Selection Agent for a Series shall not be entitled to change the Dividend Determination Method then applicable to such Series if (i) at the time of an election that the Remarketing Method apply to a Series, the Corporation has not appointed (and given notice or taken such other action as may be necessary for the timely effectiveness of such appointment) a Remarketing Agent, a Tender Agent and a SABRES Depositary for such Series, (ii) at the time of an election that the Auction Method apply to a Series, the Corporation has not appointed (and given notice or taken such other action as aforesaid) a Trust Company, an Auction Stock Depositary and at least one Broker-Dealer for such Series, or such election would result in more than one Dividend Period for the Shares of such Series or (iii) at the time of any such election, a Payment Failure has occurred and is continuing. Once the Method Selection Agent for a Series shall have selected a Dividend Determination Method for such Series for a Subsequent Dividend Period in the aforesaid manner, such selection shall become effective on the last day of the Dividend Period(s) then applicable to Shares of such Series notwithstanding any Payment Failure which may occur after the delivery of the Notice of Method Selection by the Method Selection Agent, the failure to remarket tendered Shares of SABRES of such Series, in the case of the selection of the Remarketing Method, or the lack of Sufficient Clearing Bids in the Auction for such Series, in the case of the selection of the Auction Method. C. Each Dividend Period for Shares of Variable Cumulative Preferred Stock shall have a duration of not more than 30 years and not less than (i) 7 days in the case of MMP and (ii) 1 Business Day in the case of SABRES. Each Dividend Period shall end on the day immediately preceding the first day of a Subsequent Dividend Period. B-16 36 D. Each Subsequent Dividend Period for each Series of MMP will begin on a Dividend Payment Date and, except as otherwise provided herein, the duration of each Subsequent Dividend Period for each Series of MMP shall be the Standard Auction Period, provided that, subject to the limitations set forth in paragraph C of this Section 5, the applicable Term Selection Agent for such Series may, except during the continuance of a Payment Failure, select the duration of any Subsequent Dividend Period for Shares of MMP of such Series by sending a Notice of Term Selection to all holders of record of Shares of MMP or Converted SABRES of such Series, by first-class mail, postage prepaid, to the address of each such holder as the same appears on the stock register of the Corporation, not less than 7 Business Days nor more than 60 days prior to the first day of such Subsequent Dividend Period. The Term Selection Agent for each Series of MMP will establish Dividend Periods for such Series (and any additional Dividend Payment Dates, and redemption dates and redemption prices) that the Term Selection Agent determines will be the most favorable financing alternative for the Corporation based upon the then-current Remarketing Conditions. If more than one entity is serving as Term Selection Agent for a Series, such entities shall act in concert in performing their duties, provided that notices referred to herein may be given by one such entity on behalf of all such entities. Each Notice of Term Selection shall state (i) the length of the next succeeding Dividend Period, (ii) in the case of any Dividend Period in excess of 99 days in duration, any Dividend Payment Date or Dates selected by the Term Selection Agent in addition to the last Dividend Payment Date with respect to such Dividend Period and (iii) any additional dates on which Shares of MMP may be redeemed and the corresponding redemption prices (which may not be less than One Thousand Dollars ($1,000) per Share in the case of Shares having a Dividend Period in excess of 364 days) determined by such Term Selection Agent. In the absence of any Notice of Term Selection for a Series of MMP with respect to a Subsequent Dividend Period, the duration of such period shall be the Standard Auction Period. The Term Selection Agent for any series of MMP may withdraw any Notice of Term Selection with respect to such Series, if such Term Selection Agent determines that because of subsequent changes in the Remarketing Conditions the duration of the Subsequent Dividend Period specified in such Notice of Term Selection will not result in the most favorable financing alternative for the Corporation, by sending a Notice of Withdrawal to all holders of record of Shares of MMP or Converted SABRES of such Series by first-class mail, postage prepaid, to the address of each such holder as the same appears on the stock register of the Corporation, by no later than 3:00 P.M., New York City time, on the third Business Day preceding the first day of the applicable Subsequent Dividend Period. Any Notice of Term Selection with respect to any Series of MMP shall be deemed to have been withdrawn if on or prior to the second Business Day preceding the first day of the applicable Subsequent Dividend Period for such Series, the Corporation shall have removed the Term Selection Agent for such Series, and in such event the Corporation shall give a Notice of Removal to record holders of Shares of such Series by first-class mail, postage prepaid, to the address of each such holder as the same appears on the stock register of the Corporation. If more than one entity has been appointed and is acting as Term Selection Agent for that Series, such Notice of Term Selection shall be deemed to have been withdrawn only if the Corporation shall have removed all such entities; and the removal at any time by the Corporation of one or more but not all such entities shall not effect a deemed withdrawal of a Notice of Term Selection and in any such event no Notice of Removal need be given. If the Term Selection Agent for any Series of MMP sends a Notice of Term Selection with respect to any Subsequent Dividend B-17 37 Period for such Series and delivers a Notice of Withdrawal with respect thereto or such Notice of Term Selection is deemed to have been withdrawn, the duration of such Subsequent Dividend Period for such Series will be the Standard Auction Period. In addition, if there is no Term Selection Agent for any Series of MMP as a result of the resignation or removal of all entities then serving as such, then the duration of each Subsequent Dividend Period will be the Standard Auction Period until the Corporation shall appoint a Term Selection Agent for such Series and such Term Selection Agent shall send a Notice of Term Selection. Any Subsequent Dividend Period for a Series of MMP established by the Term Selection Agent for such Series pursuant to a Notice of Term Selection Agent for such Series pursuant to a Notice of Term Selection (except a Notice of Term Selection that is deemed to be withdrawn) and any withdrawal thereof pursuant to a Notice of Withdrawal shall be conclusive and binding on the Corporation and the holders of Shares of such Series of MMP. Copies of any Notice of Term Selection, Notice of Withdrawal or Notice of Removal shall be delivered physically or by telecopier or other written electronic communication to the Trust Company and the applicable Method Selection Agent by the Term Selection Agent or the Corporation, as the case may be, at the same time they are transmitted to the record holders of Shares of MMP. The Trust Company will thereupon use its reasonable best efforts to provide copies of any such notice to each Broker-Dealer for such Series as soon as practicable after receiving such notice. No defect in any notice or in the mailing thereof shall affect the validity of any change in the Dividend Period or any such withdrawal or removal. Notwithstanding the foregoing, in the event that Sufficient Clearing Bids have not been made, so that the Dividend Rate for the next Dividend Period for a Series of MMP is equal to the Maximum Rate, then the duration of the Subsequent Dividend Period in respect of such Series of MMP shall be the lesser of (i) the length of such Dividend Period as specified by the Term Selection Agent in a Notice of Term Selection sent as described above, or (ii) the Standard Auction Period. At all times prior to a Payment Failure, all Shares of MMP of a Series will have a single Dividend Period and will accumulate dividends at a single Dividend Rate. Except as provided in paragraph G of this Section 5, the Dividend Rate per annum on the Shares of MMP of a Series for each Subsequent Dividend Period shall be equal to the rate per annum that the Trust Company advises the Corporation has resulted from an Auction for such Series. An Auction for MMP of each Series to determine the Dividend Rate for each Subsequent Dividend Period for such Series will be held on the Business Day immediately preceding the first day of each such Subsequent Dividend Period. E. Each Subsequent Dividend Period for each Series of SABRES will begin on a Dividend Payment Date, and except as otherwise provided in paragraphs F and G of this Section 5, the duration of each Subsequent Dividend Period and the Dividend Rate for each such Subsequent Dividend Period for each Share of SABRES shall be established by the Remarketing Agent for such Shares pursuant to the Remarketing Procedures, such determination to be conclusive and binding on the Corporation and the holder of such Share of SABRES. F. Notwithstanding the provisions of paragraphs D and E of this Section 5, the Dividend Rate which results from the application of the Auction Procedures or the B-18 38 Remarketing Procedures for any Subsequent Dividend Period for any Share of Variable Cumulative Preferred Stock shall not be greater than the Maximum Rate for such Share (i) on the Auction Date, if such Share is MMP or Converted SABRES, or (ii) on the day of Remarketing of such Share, if such Share is SABRES or Converted MMP. G. Notwithstanding the foregoing provisions of this Section 5, the application of the Auction Procedures and the Remarketing Procedures shall be suspended during the continuance of a Payment Failure; and during such continuance dividends will accumulate on the Shares of Variable Cumulative Preferred Stock of all Series at Dividend Rates equal to two hundred percent (200%) of the Applicable Determining Rate for successive Dividend Periods commencing on and after the date such Payment Failure first occurred, or, in the case of the Shares of any Series of Variable Cumulative Preferred Stock so called for redemption, for successive Dividend Periods commencing on and after such redemption date, the duration of such Dividend Periods to be one Business Day in the case of Shares of SABRES and the Standard Auction Period in the case of Shares of MMP. In no event shall the Dividend Rate on any Share of Variable Cumulative Preferred Stock be adjusted prior to the end of a Dividend Period for such Share. If no Payment Failure continues to exist at the end of a Dividend Period, the application of the Auction Procedures and the Remarketing Procedures shall be resumed. H. The Corporation shall pay to the Paying Agent not later than (i) in the case of Dividend Periods of one Business Day, 4:00 P.M., New York City time, and (ii) in the case of all other Dividend Periods, 12:00 noon, New York City time, in each case, on the Business Day next preceding each Dividend Payment Date for Shares of Variable Cumulative Preferred Stock, an aggregate amount of funds available on the next Business Day in The City of New York, New York, equal to all dividends to be paid to all holders of Shares of such Variable Cumulative Preferred Stock on such Dividend Payment Date. All such moneys shall be held in trust for the payment of such dividends by the Paying Agent for the benefit of the holders. I. Each dividend shall be paid to the holders of record at their respective addresses as the same appear on the stock register of the Corporation on the Business Day next preceding the Dividend Payment Date relating to such dividend. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date. J. The amount of dividends per Share accumulated on each Share of Variable Cumulative Preferred Stock during any Dividend Period of less than 365 days shall be computed by multiplying the Dividend Rate for such Dividend Period by a fraction, the numerator of which shall be the number of days in such Dividend Period (calculated by counting the first day thereof and including the last day thereof) and the denominator of which shall be 360, and multiplying One Thousand Dollars ($1,000) by the rate so obtained. During any Dividend Period of 365 days or longer, the amount of dividends per Share accumulated on each Share of Variable Cumulative Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day months. K. Each prospective purchaser of Shares of Variable Cumulative Preferred Stock will be required to sign a Master Purchaser's Letter and deliver such Master Purchaser's Letter (i) to a Broker-Dealer (who will deliver copies thereof to the Trust Company) as a B-19 39 condition precedent to purchasing MMP or (ii) to the applicable Remarketing Agent (who will deliver copies thereof to the Tender Agent) as a condition precedent to purchasing SABRES. 6. Auction Procedures. A. Orders by Existing Holders and Potential Holders in an Auction. All Orders must be submitted in Units. On or prior to the Submission Deadline on each Auction Date: (1) each Existing Holder may submit to a Broker-Dealer information as to: (a) the number of Outstanding Shares of MMP of such Series, if any, held by such Existing Holder which such Existing Holder desires to continue to hold for the next succeeding Dividend Period without regard to the rate determined by the Auction Procedures for the next succeeding Dividend Period; (b) the number of Outstanding Shares of MMP of such Series, if any, that such Existing Holder desires to sell for the next succeeding Dividend Period if the rate determined by the Auction Procedures shall be less than the rate per annum specified by such Existing Holder; and/or (c) the number of Outstanding Shares of MMP of such Series, if any, held by such Existing Holder which such Existing Holder offers to sell without regard to the rate determined by the Auction Procedures for the next succeeding Dividend Period; and (2) one or more Broker-Dealers shall in good faith, for the purpose of conducting a competitive Auction in a commercially reasonable manner, contact Potential Holders, including Persons that are not Existing Holders, by telephone or otherwise to determine the number of Shares of MMP of such Series, if any, which each such Potential Holder offers to purchase, provided that the rate determined by the Auction Procedures for the next succeeding Dividend Period shall not be less than the rate per annum specified by such Potential Holder. For the purposes hereof, the communication to a Broker-Dealer of information referred to in paragraph A(1)(a), A(1)(b), or A(1)(c) or A(2) of this Section 6 is hereinafter referred to as an "Order" and collectively as "Orders" and each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a "Bidder" and collectively as "Bidders"; an Order containing the information referred to in paragraph A(l)(a) of this Section 6 is hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an Order containing the information referred to in paragraph A(1)(b) or A(2) of this Section 6 is hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order containing the information referred to in paragraph A(l)(c) of this Section 6 is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders." (3) a Bid by an Existing Holder shall constitute an irrevocable offer to sell: B-20 40 (a) the number of Outstanding Shares of MMP of such Series specified in such Bid if the rate determined by the Auction Procedures on such Auction Date shall be less than the rate specified therein; or (b) such number or a lesser number of Outstanding Shares of MMP of such Series to be determined as set forth in paragraph D(1)(d) of this Section 6 if the rate determined by the Auction Procedures on such Auction Date shall be equal to the rate specified therein; or (c) a lesser number of Outstanding Shares of MMP of such Series to be determined as set forth in paragraph D(2)(c) of this Section 6 if the rate specified therein shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (4) a Sell Order by an Existing Holder shall constitute an irrevocable offer to sell: (a) the number of Outstanding Shares of MMP of such Series specified in such Sell Order, or (b) such number or a lesser number of Outstanding Shares of MMP of such Series as set forth in paragraph D(2)(c) of this Section 6 if Sufficient Clearing Bids do not exist. (5) a Bid by a Potential Holder shall constitute an irrevocable offer to purchase: (a) the number of Outstanding Shares of MMP of such Series specified in such Bid if the rate determined by the Auction Procedures on such Auction Date shall be higher than the rate specified therein; or (b) the number or a lesser number of Outstanding Shares of MMP of such Series as set forth in paragraph D(1)(e) of this Section 6 if the rate determined by the Auction Procedures on such Auction Date shall be equal to the rate specified therein. B. Submission of Orders by Broker-Dealers to Trust Company. (1) Each Broker-Dealer shall submit in writing to the Trust Company prior to the Submission Deadline on each Auction Date for a Series of MMP all Orders obtained by such Broker-Dealer and specify with respect to each Order: (a) the name of the Bidder placing such Order; (b) the aggregate number of Shares of MMP of such Series that are the subject of such Order; (c) to the extent that such Bidder is an Existing Holder: B-21 41 (i) the number of Shares of MMP of such Series, if any, subject to any Hold Order; (ii) the number of Shares of MMP of such Series, if any, subject to any Bid and the rate specified in such Bid; and (iii) the number of Shares of MMP of such Series, if any, subject to any Sell Order; and (d) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid. (2) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Trust Company shall round such rate up to the next highest one thousandth (.001) of 1%. (3) If an Order or Orders covering all of the Outstanding Shares of MMP of such Series held by any Existing Holder is or are not submitted for any reason to the Trust Company prior to the Submission Deadline, the Trust Company shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the number of Outstanding Shares of MMP of such Series held by such Existing Holder and not subject to Orders submitted to the Trust Company, except that (i) a Sell Order will be deemed to have been submitted on behalf of an Existing Holder if an Order is not submitted on behalf of such Existing Holder in the case of an Auction for a Dividend Period of 365 days or more and (ii) a Sell Order will be deemed to have been submitted on behalf of a holder of Converted SABRES if an Order is not submitted on behalf of such holder. (4) If one or more Orders covering in the aggregate more than the number of Outstanding Shares of MMP of such Series held by any Existing Holder are submitted to the Trust Company, such Orders shall be considered valid as follows and in the following order of priority: (a) all Hold Orders shall be considered valid, but only up to and including in the aggregate the number of Shares of MMP of such Series held by such Existing Holder, and, if the number of Shares of MMP of such Series subject to such Hold Orders exceeds the number of Shares of MMP of such Series held by such Existing Holder, the number of Shares of MMP of such Series subject to each such Hold Order shall be reduced pro rata to cover the number of Shares of MMP of such Series held by such Existing Holder: (b) (i) any Bid shall be considered valid up to and including the excess of the number of Outstanding Shares of MMP of such Series held by such Existing Holder over the number of Shares of MMP of such Series subject to any Hold Order referred to in paragraph B(4)(a) above, (ii) subject to paragraph B(4)(b)(i) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the number of Shares of MMP of such Series B-22 42 subject to such Bids is greater than such excess then such Bids shall be considered valid up to the amount of such excess, and the number of Shares of MMP of such Series subject to each Bid with the same rate shall be reduced pro rata to cover the number of Shares of MMP of such Series equal to such excess, and (iii) subject to paragraphs B(4)(b)(i) and (ii) above, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates up to the amount of such excess, and (iv) in any such event the number, if any, of such Shares of MMP of such Series subject to Bids not valid under this paragraph B(4)(b) shall be treated as the subject of a Bid by a Potential Holder; and (c) all Sell Orders shall be considered valid but only up to and including in the aggregate the excess of the number of Outstanding Shares of MMP of such Series held by such Existing Holder over the sum of the Shares of MMP of such Series subject to Hold Orders referred to in paragraph B(4)(a) and valid Bids by Existing Holders referred to in paragraph B(4)(b) above. (5) If more than one Bid is submitted on behalf of any Potential Holder, each Bid submitted shall be a separate Bid with the rate therein specified. C. Determination of Sufficient Clearing Bids, Winning Bid Rate and Dividend Rate. (1) Not earlier than the Submission Deadline on each Auction Date for a Series of MMP, the Trust Company shall assemble all Orders submitted or deemed submitted to it by Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and shall determine: (a) the excess of the total number of Outstanding Shares of MMP of such Series over the number of Outstanding Shares of MMP of such Series that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the "Available Shares"); (b) From the Submitted Orders whether the number of Outstanding Shares of MMP of such Series that are the subject of Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Rate exceeds or is equal to the sum of: B-23 43 (i) the number of Outstanding Shares of MMP of such Series that are the subject of Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Rate, and (ii) the number of Outstanding Shares of MMP of such Series that are subject to Submitted Sell Orders (in the event of such excess or such equality, other than because the number of Shares of MMP of such Series in paragraphs C(1)(b)(i) and C(1)(b)(ii) above is zero because all of the Outstanding Shares of MMP of such Series are the subject of Submitted Hold Orders, such Submitted Bids in this paragraph (b) being hereinafter referred to collectively as "Sufficient Clearing Bids"), and (c) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (i) (A) each Submitted Bid from Existing Holders specifying such lowest rate and (B) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the Shares of MMP of such Series that are the subject of such Submitted Bids, and (ii) (A) each Submitted Bid from Potential Holders specifying such lowest rate and (B) all other Submitted Bids from Potential Holders specifying lower rates were accepted, thus entitling the Potential Holders to purchase the Shares of MMP of such Series that are the subject of those Submitted Bids, would result in such Existing Holders described in paragraph C(1)(c)(i) above continuing to hold an aggregate number of Outstanding Shares of MMP of such Series which, when added to the number of Outstanding Shares of MMP of such Series to be purchased by such Potential Holders described in paragraph C(1)(c)(ii) above would equal not less than the Available Shares. (2) Promptly after the Trust Company has made the determinations pursuant to paragraph C(1) above, the Trust Company shall advise the Corporation of the Applicable Determining Rate and the Maximum Rate and, based on such determinations, the Dividend Rate for the next succeeding Dividend Period as follows: (a) if Sufficient Clearing Bids exist, that the Dividend Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate so determined; B-24 44 (b) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding Shares of MMP of such Series of a Series are the subject of Submitted Hold Orders), that the Dividend Rate for the next succeeding Dividend Period shall be the Maximum Rate; or (c) if all of the Outstanding Shares of MMP of such Series are the subject of Submitted Hold Orders, the Dividend Rate for the next succeeding Dividend Period shall be equal to fifty-eight per cent (58%) of the Applicable Determining Rate. D. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares in an Auction. Based on the determinations made pursuant to paragraph C(l) above, the Submitted Bids and the Submitted Sell Orders shall be accepted or rejected and the Trust Company shall take such other action as set forth below: (1) If Sufficient Clearing Bids have been made, Submitted Bids and Submitted Sell Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected, subject to the Rounding Procedures: (a) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bids of each of the Existing Holders specifying any rate that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the Shares of MMP of such Series that are the subject of such Submitted Bids; (b) the Submitted Bids of each of the Existing Holders specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus requiring each such Existing Holder to continue to hold the Shares of MMP of such Series that are the subject of such Submitted Bids; (c) the Submitted Bids of each of the Potential Holders specifying any rate that is lower than the Winning Bid Rate shall be accepted; (d) the Submitted Bids of each of the Existing Holders specifying a rate that is equal to the Winning Bid Rate shall be rejected, thus requiring each such Existing Holder to continue to hold the Shares of MMP of such Series that are the subject of such Submitted Bids, unless the number of Outstanding Shares of MMP of such Series subject to all such Submitted Bids shall be greater than the number of Shares ("Remaining Shares") equal to the excess of the Available Shares over the number of Shares of MMP of such Series subject to Submitted Bids described in paragraphs D(1)(b) and D(1)(c) above, in which event the Submitted Bids of each such Existing Holder shall be rejected in part, and each such Existing Holder shall be required to continue to hold Shares of MMP of such Series, but only in an amount equal to the difference between (A) the number of Outstanding Shares of MMP of such Series then held by such Existing Holder subject to such Submitted Bids and (B) the number of Shares of MMP of such B-25 45 Series obtained by multiplying the number of Remaining Shares by a fraction, the numerator of which shall be the number of Outstanding Shares of MMP of such Series held by such Existing Holder subject to such Submitted Bids, and the denominator of which shall be the sum of the number of Outstanding Shares of MMP of such Series subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and (e) the Submitted Bids of each of the Potential Holders specifying a rate that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Shares of MMP of such Series obtained by multiplying the difference between the Available Shares and the number of Shares of MMP of such Series subject to Submitted Bids described in paragraphs D(1)(b), D(1)(c) and D(1)(d) above by a fraction, the numerator of which shall be the number of Outstanding Shares of MMP of such Series subject to such Submitted Bids, and the denominator of which shall be the sum of the number of Outstanding Shares of MMP of such Series subject to such Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate. (2) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding Shares of MMP of such Series are subject to Submitted Hold Orders), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected, subject to the Rounding Procedures: (a) the Submitted Bids of each Existing Holder specifying any rate that is equal to or lower than the Maximum Rate shall be rejected, thus requiring such Existing Holder to continue to hold the Shares of MMP of such Series that are the subject of such Submitted Bids; (b) the Submitted Bids if each Potential Holder specifying any rate that is equal to or lower than the Maximum Rate shall be accepted; and (c) the Submitted Bids of each Existing Holder specifying any rate that is higher than the Maximum Rate shall be accepted and the Submitted Sell Orders of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell the Shares of MMP of such Series subject to Submitted Bid or Submitted Sell Order, but, in both cases only in an amount equal to the difference between (A) the number of Outstanding Shares of MMP of such Series then held by such Existing Holder subject to such Submitted Bids or Submitted Sell Orders and (B) the number of Shares of MMP of such Series obtained by multiplying the difference between the Available Shares and the aggregate number of Shares of MMP of such Series subject to Submitted Bids described in paragraphs D(2)(a) and D(2)(b) above by a fraction, the numerator of which shall be the number of Outstanding Shares of MMP of such Series held by such Existing Holder subject to such Submitted Bids or Submitted Sell Orders, and the denominator of which B-26 46 shall be the number of Outstanding Shares of MMP of such Series subject to all such Submitted Bids and Submitted Sell Orders. 7. Remarketing Procedures. A. Determination of Dividend Periods and Rates for Remarketed Stock. Subject to paragraphs F and G of Section 5 hereof, the duration of each Subsequent Dividend Period, and the Dividend Rate for each Subsequent Dividend Period, will be established by the Remarketing Agent for each Share of SABRES and will be conclusive and binding on the Corporation and the holder of such Share of SABRES. Each Remarketing Agent will establish Dividend Rates (which shall not exceed the Maximum Rate) for each Dividend Period for such Share of SABRES which it shall determine will be the lowest rate at which tendered Shares of SABRES would be remarketed at One Thousand Dollars ($1,000) per Share. In establishing each Dividend Period and Dividend Rate, each Remarketing Agent will select Dividend Periods and Dividend Rates which it shall determine will result in the most favorable financing alternative for the Corporation based on the then-current Remarketing Conditions. The Shares of SABRES will be remarketed and traded only in Units. All the Shares of SABRES in a Unit will have the same Dividend Rate and Dividend Period. B. Remarketing; Tender for Remarketing. The following procedures shall be applicable to each Remarketed Share: (1) The Remarketing Agent. The Corporation shall take all reasonable action necessary so that, at all times when a Series of SABRES or Converted MMP is outstanding, one or more investment banks, brokers, dealers or other organizations qualified to remarket Shares of SABRES and to establish Dividend Periods and Dividend Rates as herein provided shall act as Remarketing Agent for each Share of SABRES of such Series. Each Remarketing Agent shall use its best efforts to remarket all Shares of SABRES, on behalf of the holders thereof, tendered for sale by Remarketing for which it is acting as Remarketing Agent without charge to such holder, only at $1,000 per Share, provided that no such Remarketing Agent shall be obligated to remarket such Shares if there shall be a material misstatement or omission in any disclosure document provided by the Corporation and used in connection with the Remarketing of such Share or at any time such Remarketing Agent shall have determined that it is not advisable to remarket such Share by reason of: (i) a material adverse change in the financial condition of the Corporation, (ii) a banking moratorium, (iii) domestic or international hostilities, (iv) an amendment of the provisions hereof which materially and adversely changes the nature of the Shares of SABRES or the Remarketing Procedures or (v) a Payment Failure. Any Remarketing Agent may purchase tendered Shares for its own account. Should the Remarketing Agent for any Share of SABRES not succeed in Remarketing all such Shares of SABRES so tendered for Remarketing on any date, such Remarketing Agent shall select the Shares of such SABRES to be sold from those tendered pro rata or in such other manner as it shall deem appropriate so that each owner shall beneficially own Shares of SABRES of a Series only in Units. Payments for Shares of SABRES remarketed shall be made by the Tender Agent by crediting such payments to the accounts of the holders thereof maintained by the Tender Agent or, to the extent duly requested by holders, by wire or other transfer in immediately available funds to their B-27 47 accounts with commercial banks in the United States, but, in either case, only upon surrender to the Tender Agent of the certificates representing such Shares of SABRES, properly endorsed for transfer. If for any reason a Share of SABRES tendered for Remarketing is not remarketed in the applicable Remarketing, such Share will be retained by its holder. Until remarketed each such Share of SABRES will have successive Dividend Periods of one Business Day and will be entitled to dividends, payable daily, at the Maximum Rate. (2) Notice of Shares To Be Retained. Each Share of SABRES or Converted MMP shall be deemed to have been tendered to the Tender Agent for sale by Remarketing on the Business Day immediately preceding the first day of each Subsequent Dividend Period applicable thereto, unless the holder thereof shall have given irrevocable notice otherwise to the Remarketing Agent for such Share of SABRES or Converted MMP or, if so instructed by such Remarketing Agent, to the Tender Agent. Such notice, which may be telephonic or written, must be delivered to such agent prior to 3:00 P.M., New York City time, on such Business Day or on such earlier day specified in a notice, if any, mailed by the Tender Agent at the direction of such Remarketing Agent to such record holder at its address as the same appears on the stock register of the Corporation, which day shall be a Business Day at least four Business Days after the mailing of such notice. The notice from such holder of an election to retain Shares of SABRES shall state (i) the number of the certificate representing the Shares of SABRES not to be deemed to have been so tendered, unless such certificate is held by the SABRES Depositary, (ii) the number of Shares of SABRES represented by such certificate or, in the case of Shares of SABRES held by the SABRES Depositary, the number of Shares so held, and (iii) the number of such Shares of SABRES which shall be deemed not to have been so tendered. An owner may tender Shares of SABRES or Converted MMP of a Series only in Units. (3) Shares Deemed To Have Been Tendered. The failure to give notice with respect to any Share of SABRES or Converted MMP as provided in paragraph B(2) above shall constitute the irrevocable tender for Remarketing of such Share. Certificates representing Shares so tendered and remarketed shall be issued to the purchasers thereof or to the SABRES Depositary, irrespective of whether the certificates formerly representing such Shares shall have been delivered to the Tender Agent. A holder which has not given notice that it will retain Shares of SABRES or Converted MMP shall have no further rights with respect to such Shares upon the Remarketing of such Shares, except the right to receive any previously declared but unpaid dividends thereon and the proceeds of the Remarketing of such Shares (but only upon surrender of the certificates representing such Shares to the Tender Agent properly endorsed for transfer, in the case of a holder which has taken physical delivery of a Share certificate). At any time, any or all Units of SABRES of a Series may have Dividend Periods of various lengths. Depending on Remarketing Conditions at the time of Remarketing, any or all Units of SABRES of a Series may have different Dividend Rates, including those set on the same day for Dividend Periods of equal length. (4) Funds for Purchase of Shares. Shares of SABRES tendered for Remarketing as provided in this Section 7 shall be purchased, and payments to the B-28 48 holders for Shares of SABRES remarketed will be made, solely from the proceeds received from the purchasers of such Shares in a Remarketing. Neither the Corporation, the Tender Agent nor any Remarketing Agent shall be obligated to provide funds to make payment to the holders of Shares so tendered. C. The Remarketing Process. The Remarketing process will be conducted on the following schedule and in the following manner (all times are New York City Time): The Business Day Immediately Preceding the First Day of each Subsequent Dividend Period (or such other time and day as may have been specified in a notice mailed to the holders of Shares of SABRES or Converted MMP): Beginning Not Later Than 1:00 P.M. The Remarketing Agent for the Shares then being remarketed will determine and, upon request, make available to all interested persons non-binding indications of Dividend Periods and Dividend Rates based upon then-current Remarketing Conditions. Each holder may obtain a binding commitment as to the specific Dividend Period or Dividend Periods and the related Dividend Rate or Dividend Rates which will be applicable to such holder's Shares. At 3:00 P.M. Holders of Shares of SABRES and Converted MMP will be deemed to have tendered Shares for sale by Remarketing at $1,000 per Share and only in Units unless they have given contrary instructions to the Remarketing Agent for such Shares or, if so instructed by such Remarketing Agent, to the Tender Agent. After 3:00 P.M. The applicable Remarketing Agent will solicit and receive orders from prospective investors to purchase tendered Shares of SABRES. A purchaser, at the time of its agreement to purchase Shares of SABRES, may obtain a binding commitment as to the specific Dividend Period or Dividend Periods and the related Dividend Rate or Dividend Rates for such Shares of SABRES based upon then-current Remarketing Conditions. The First Day of such Subsequent Dividend Period (always a Business Day): Opening of Business. The applicable Remarketing Agent will continue, if necessary, Remarketing Shares of SABRES. By 1:00 P.M. The applicable Remarketing Agent will have completed Remarketing and will advise the Tender Agent as to the Dividend Rate and Dividend Period applicable to each Share of SABRES commencing a Dividend Period on that day and of any failure to remarket. By 2:30 P.M. New holders must deliver the purchase price as instructed by the applicable Remarketing Agent. Former holders will be paid the proceeds of the Remarketing of their Shares by the Tender Agent (upon surrender of their certificates, if applicable). B-29 49 8. Miscellaneous. A. The Board of Directors may interpret the provisions hereof to resolve any inconsistency or ambiguity which may arise or be revealed in connection with the Auction Procedures or the Remarketing Procedures provided for herein. B. So long as the Dividend Rate is based on the results of an Auction, an Existing Holder (i) may sell, transfer or otherwise dispose of Shares of MMP of such Series only pursuant to a Bid or Sell Order in accordance with the Auction Procedures or to or through a Broker-Dealer or to a Person that shall have delivered, or has caused to be delivered, a signed copy of a Master Purchaser's Letter to the Trust Company, provided that in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Agent Member or its Broker-Dealer advises the Trust Company of such transfer, and (ii) shall have the ownership of the Shares of Variable Cumulative Preferred Stock of the Series held by it maintained in book entry form by the Auction Stock Depositary in the account of its Agent Member, which in turn will maintain records of such Existing Holder's beneficial ownership. Any transfer of Shares of MMP in violation of the terms of a Master Purchaser's Letter may affect the right of the Person acquiring such Shares to participate in Auctions. C. Each Remarketing Agent will be required to register on a list maintained pursuant to a Remarketing Agreement a transfer of Shares of SABRES for which it is the Remarketing Agent from a holder to another person only if such transfer is made to a person that has delivered a signed Master Purchaser's Letter to such Remarketing Agent and if (i) such transfer is pursuant to a Remarketing or (ii) such Remarketing Agent has been notified in writing (A) by such holder of such transfer or (B) by any person that purchased or sold such Shares in a Remarketing of the failure of such Shares to be delivered or paid for, as the case may be, in connection with such Remarketing. A Remarketing Agent is not required to register a transfer of Shares of SABRES pursuant to clause (ii) above on or prior to the Business Day immediately preceding the first day of a Subsequent Dividend Period for such Shares unless it receives the written notice required by such clause (ii) by 3:00 P.M., New York City time, on the second Business Day preceding the first day of such Subsequent Dividend Period. Such Remarketing Agent will rescind a transfer registered on such list as a result of a Remarketing if the Remarketing Agent is notified in writing of the failure of Shares to be delivered or paid for as required. Any transfer of Shares of SABRES made in violation of the terms of a Master Purchaser's Letter may affect the right of the Person acquiring such Shares to participate in Remarketings. D. The Corporation or any Affiliate of the Corporation may acquire, hold or dispose of Shares of SABRES. As at the date of this Certificate of Designations, the Corporation anticipates, subject to such limitations as it and the Remarketing Agent may agree, that it and its Affiliates will purchase Shares of SABRES during Remarketings only after 3:00 P.M. on the Business Day immediately preceding the first day of each Subsequent Dividend Period and only at Dividend Rates and for Dividend Periods established by the Remarketing Agents without regard to such offers by the Corporation or its Affiliates and will tender Shares of SABRES for Remarketing only upon at least ten days' prior notice to the Remarketing Agents. In the event that the Corporation or its Affiliates purchase Shares of SABRES for their respective accounts, all Shares of the same Series of SABRES tendered by other owners, including any such Shares B-30 50 of SABRES owned by a Remarketing Agent, will be remarketed before the Remarketing of any such Shares of SABRES of such Series owned by the Corporation or its Affiliates. If any Shares of SABRES tendered for Remarketing are not sold, any Shares of SABRES of the same Series tendered for Remarketing by the Corporation or an Affiliate of the Corporation, up to the number of such Shares not so sold, will be deemed not to have been so tendered. If the Method of determining the Dividend Rate for some or all of the Series of SABRES were to be changed from the Remarketing Method to the Auction Method, the Corporation or any Affiliate of the Corporation may submit Sell Orders in an Auction with respect to the Converted SABRES created thereby. Neither the Corporation nor any Affiliate thereof may submit an Order in an Auction, except a Sell Order and, in the case of an Affiliate which is then acting as a Broker-Dealer, Orders on behalf of Existing Holders or Potential Holders not for its own account. E. The Trust Company shall reject any Submitted Order of the Corporation or an Affiliate, except for Sell Orders and Orders of affiliated Broker-Dealers permitted under paragraph D of this Section 8. F. If (i) a Payment Failure shall have occurred or (ii) the Auction Stock Depositary shall resign and the Corporation shall not have selected a substitute Auction Stock Depositary reasonably acceptable to the Trust Company prior to such resignation, Shares of MMP of each Series may be registered for transfer or exchange and new certificates issued upon surrender of the older certificates in form deemed by the Trust Company properly endorsed for transfer with all necessary endorsers' signatures guaranteed in such manner and form as the Trust Company may require by a guarantor reasonably believed by the Trust Company to be responsible, accompanied by such assurances as the Trust Company shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable law relating to the collection of taxes or funds necessary for the payment of such taxes. G. The Corporation or any Affiliate of the Corporation may acquire Shares of MMP from Existing Holders other than through an Auction, provided that any Shares so acquired are cancelled and returned to the status of authorized but undesignated shares of preferred stock. H. Upon the selection of a Dividend Determination Method for a Series of Variable Cumulative Preferred Stock for any Subsequent Dividend Period other than the Dividend Determination Method then applicable to such Series, the holders of record of the Shares of such Series shall transfer the certificates for such Shares to the Auction Stock Depositary, in the case of the selection of the Auction Method, or the SABRES Depositary, in the case of the selection of the Remarketing Method, in either case on the first day of such Subsequent Dividend Period. In the event a holder fails to so transfer its certificates as aforesaid, such certificates shall be deemed cancelled and the Corporation shall issue a new certificate to the Auction Stock Depositary or the SABRES Depositary, as the case may be. B-31 51 I. The purchase price of each Share of Variable Cumulative Preferred Stock which is sold either through the Auction Procedures or the Remarketing Procedures shall be One Thousand Dollars ($l,000). J. All certificates representing Shares shall be issued in Share amounts equivalent to Units. K. An Auction will be held in respect of each Series of Converted SABRES on the Initial Auction Date. If a holder of Converted SABRES does not submit an Order in such Auction, such holder will be deemed to have submitted a Sell Order in such Auction. L. If a holder of Shares of Converted MMP fails to give irrevocable notice otherwise to the Remarketing Agent for such Shares (or, if so instructed by such Remarketing Agent, to the Tender Agent) by no later than 3:00 P.M., New York City time, on the Business Day immediately preceding the first day of the Subsequent Dividend Period applicable thereto, or such other day as is specified in a notice delivered in the manner set forth in paragraph (B)(2) of Section 7, such holder will be deemed to have tendered such Shares for sale by Remarketing on such Business Day. M. At all times when Shares of a Series of MMP or Converted SABRES are Outstanding, the Corporation will use its best efforts to maintain a Broker-Dealer and Trust Company for such Shares. At all times when Shares of a Series of SABRES or Converted MMP are outstanding, the Corporation will use its best efforts to maintain a Remarketing Agent for such Shares. 9. Redemption. A. The Shares of Variable Cumulative Preferred Stock of each Series shall be subject to redemption in Units, as a whole or from time to time in part at the option of the Corporation out of funds legally available therefor on one of the following dates (each such date is hereinafter referred to herein as a "redemption date") (i) on the last Dividend Payment Date with respect to any Dividend Period and at any time when the Dividend Rate applicable to such Shares is the Maximum Rate at a redemption price of One Thousand Dollars ($1,000) per Share, plus an amount equal to accumulated and unpaid dividends thereon to, but excluding, the date fixed for redemption and (ii) on such redemption dates and at redemption prices (which may not be less than $1,000 per Share in the case of Shares having a Dividend Period in excess of 364 days) established by the applicable Term Selection Agent in the case of MMP, or by the applicable Remarketing Agent in the case of SABRES, prior to the commencement of such Dividend Period, plus an amount equal to accumulated and unpaid dividends thereon to, but excluding, the date set for redemption. The applicable Term Selection Agent or the applicable Remarketing Agent, as the case may be, will establish dates on which Shares may be redeemed and the corresponding redemption prices of such Shares on such dates that the applicable Term Selection Agent or the applicable Remarketing Agent, as the case may be, determines based on the then-current Remarketing Conditions will be the most favorable financing alternative for the Corporation. Notice of redemption will be provided to record holders of Shares of Variable Cumulative Preferred Stock to be redeemed not less than 30 nor more than 60 days prior to the date fixed for redemption by mail, first-class, postage prepaid, such notice to be addressed to the B-32 52 record holder at the address for such holder as the same appears on the stock register of the Corporation. Such notice shall specify the record date for determining holders of Shares to be redeemed. B. Notwithstanding the foregoing, if any dividends on Shares of Variable Cumulative Preferred Stock are in arrears, no Shares of Variable Cumulative Preferred Stock shall be redeemed unless all Outstanding Shares of Variable Cumulative Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any Shares of Variable Cumulative Preferred Stock, provided, that the foregoing shall not prevent the purchase or acquisition of Shares of Variable Cumulative Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all Outstanding Shares of Variable Cumulative Preferred Stock. None of the foregoing shall preclude the Corporation from acquiring Shares of Variable Cumulative Preferred Stock, constituting either all or a part of a Series, in a tender or an exchange offer. C. Each holder of Shares of Variable Cumulative Preferred Stock called for redemption shall surrender the certificate or certificates, if any, evidencing such Shares to the Corporation at the place designated in the notice of redemption for such Shares (properly endorsed or assigned for transfer, if the notice shall so state) and shall thereupon be entitled to receive payment of the redemption price plus an amount equal to accumulated and unpaid dividends to, but excluding, the redemption date therefor. D. If fewer than all of the Outstanding Shares of Variable Cumulative Preferred Stock of any Series are to be redeemed as set forth above, the number of Shares to be redeemed shall be determined by the Board of Directors. In the case of Shares of MMP, the Shares of such Series shall be redeemed pro rata from the holders of record of such Shares in proportion to the number of such Shares held by such holders with adjustments for fractional shares and so as to ensure that the Shares remaining Outstanding after such redemption are held of record in Units. In the case of SABRES, the Shares of such Series shall be redeemed pro rata from the holders of record of the Shares of such Series having the same Dividend Period and redemption terms, with adjustments for fractional shares and so as to ensure that the Shares remaining Outstanding after such redemption are held of record in Units. E. If notice of redemption shall have been given, then, notwithstanding that any certificate for Shares so called for redemption shall not have been surrendered for cancellation, from and after the date fixed for redemption (unless a Payment Failure shall have occurred), the Shares represented thereby shall no longer be deemed Outstanding, dividends thereon shall cease to accumulate and all rights of the holders thereon with respect to the Shares so called for redemption shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable upon redemption thereof, without interest. After the date designated for redemption, and if the redemption price has been paid or set aside for payment, such Shares of Variable Cumulative Preferred Stock shall not be transferable on the stock register of the Corporation. Upon surrender in accordance with the notice of redemption of the certificate or certificates for the Shares so redeemed (properly endorsed or assigned for transfer, if such notice shall so state), the redemption price set forth above will be paid by the Paying Agent. B-33 53 F. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the record holder receives the notice. In any case, failure duly to give such notice to the holder of any Shares of any Series of Variable Cumulative Preferred Stock designated for redemption, in whole or in part, or any defect in such notice shall not affect the validity of the proceedings for the redemption of any other Shares of a Series. G. Shares of Variable Cumulative Preferred Stock which have been redeemed will be cancelled and upon the filing of any certificate that may be required under Delaware law may be restored to the status of authorized but undesignated and unissued shares of preferred stock. 10. Sinking Fund. There shall not be any sinking fund for the redemption of any Shares of any Series of Variable Cumulative Preferred Stock. 11. Liquidation Preference. A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Shares of Variable Cumulative Preferred Stock of each Series shall be entitled to receive out of assets of the Corporation available for distribution to stockholders, before any distribution of assets of the Corporation is made to holders of Junior Stock, One Thousand Dollars ($1,000) per Share plus an amount equal to accumulated and unpaid dividends to the date of distribution. B. If, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to each Series of the Variable Cumulative Preferred Stock, the Other Outstanding Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Variable Cumulative Preferred Stock are not paid in full, then the holders of the Variable Cumulative Preferred Stock and of all such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled assuming all amounts thereon were paid in full. C. After payment to the holders of the Variable Cumulative Preferred Stock of the full preferential amounts to which they are entitled, the holders of the Shares of Variable Cumulative Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation. The merger or consolidation of the Corporation into or with any other Person shall not be or be deemed to be a liquidation, dissolution or winding up for purposes of this Section 11. 11. Voting Rights. A. Holders of the Variable Cumulative Preferred Stock of any Series are not entitled to any voting rights, except as may be required by law or as specified in this Section 12. B. If at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of preferred stock of the Corporation are in default, the number of directors B-34 54 constituting the Board of Directors will be increased by two. The holders of record of the Variable Cumulative Preferred Stock, voting separately as a class with the holders of shares of any one or more other series of preferred stock upon which like voting rights have been conferred (including, without limitation, the Outstanding Cumulative Preferred Stock), shall be entitled at said 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 thereto, to vote for the election of two directors of the Corporation, the holders of record of Variable Cumulative Preferred Stock and all applicable Series of Outstanding Cumulative Preferred Stock (other than the Series A Preferred Stock) being entitled to cast one vote per share and the holders of record of Series A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share, with the remaining directors of the Corporation to be elected by the holders of record of shares of any other class or classes or series of stock entitled to vote therefor. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of record of the shares of preferred stock 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 of record called for that purpose, and any vacancy in such directorship thereby created or otherwise created may be filled by the vote of such holders of record. If and when such default shall cease to exist, the holders of record of Variable Cumulative Preferred Stock and the holders of record of shares of any one or more series of preferred stock upon which like voting rights have been conferred (including, without limitation, the holders of record of the Outstanding Cumulative Preferred Stock) shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. For purposes of the foregoing, default in the payment of dividends for the equivalent of six quarterly dividends means, in the case of Variable Cumulative Preferred Stock which pays dividends either more or less frequently than every quarter, default in the payment of dividends in respect of one or more Dividend Periods containing in the aggregate not less than 540 days. C. Unless the vote or consent of the holders of record of a greater number of shares shall then be required by law, the consent of the holders of record of at least 66 2/3% of all of the Shares of all Series of Variable Cumulative Preferred Stock and all other shares of the same class at the time outstanding (including, without limitation, the holders of record of the Other Outstanding Preferred Stock), given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, voting as a class without regard to series, the holders of record of Shares of Variable Cumulative Preferred Stock and Other Outstanding Preferred Stock (other than the Series A Preferred Stock) being entitled to cast one vote per Share and the holders of record of Series A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Restated Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations or any similar document relating to any series of preferred stock) so as to affect adversely the preferences, rights, powers or privileges of such series and any other shares of the same class (including, without limitation, the Other Outstanding Preferred Stock); provided, however, that in any case B-35 55 in which one or more, but not all, series of Variable Cumulative Preferred Stock, Other Outstanding Preferred Stock or other series of such class would be adversely affected as to the preferences, rights, powers or privileges thereof, the affirmative consent of holders of record of shares entitled to cast at least 66 2/3% of the votes entitled to be cast by the holders of all of the shares of all of such series that would be adversely affected (including, without limitation, the Other Outstanding Preferred Stock), voting as a class, shall be required in lieu thereof. D. Unless the vote or consent of the holders of record of a greater number of shares shall then be required by law, the consent of the holders of record of at least 66 2/3% of all Shares of all Series of Variable Cumulative Preferred Stock and all shares of all other series of preferred stock ranking on a parity with the Shares, either as to dividends or upon liquidation (including, without limitation, the Other Outstanding Preferred Stock), at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of record of Shares of all Series of Variable Cumulative Preferred Stock, Other Outstanding Preferred Stock and shares of such other series of preferred stock shall vote together as a single class without regard to series, the holders of record of shares of all Series of Variable Cumulative Preferred Stock and Other Outstanding Preferred Stock (other than the Series A Preferred Stock) being entitled to cast one vote per Share and the holders of record of Series A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share, shall be necessary to issue, authorize, or increase the authorized amount of, or issue or authorize any obligations or security convertible into or evidencing a right to purchase, any additional class or series of stock ranking prior to the Shares, Other Outstanding Preferred Stock or such other preferred stock as to dividends or upon liquidation. B-36 56 Appendix C CERTIFICATE OF DESIGNATIONS OF 6 5/8% CUMULATIVE PREFERRED STOCK OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were duly adopted by the Board of Directors of the Corporation at a meeting duly held and convened on September 12, 2000, and by the Stock Committee of the Board of Directors by unanimous written consent executed on December 18, 2000, pursuant to the authority conferred upon the Board of Directors by the provisions of the Restated Certificate of Incorporation of the Corporation, which authorized the issuance of up to 200,000,000 shares of preferred stock, par value $1.00 per share, and pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by resolutions of the Board of Directors adopted at a meeting duly convened and held on September 12, 2000: 1. The Board of Directors on September 12, 2000 adopted the following resolutions authorizing the Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of Preferred Stock pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 12, 2000, between J.P. Morgan & Co. Incorporated ("J.P. Morgan") and the Corporation, which provided for the merger of J.P. Morgan with and into the Corporation, with the Corporation continuing as the surviving corporation in the merger under the name "J.P. Morgan Chase & Co.": RESOLVED, that it is advisable and in the best interests of The Chase Manhattan Corporation (the "Corporation") and its stockholders for the Corporation to enter into the Agreement and Plan of Merger between the Corporation and J.P. Morgan & Co. Incorporated, a Delaware corporation ("J.P. Morgan"), substantially in the form presented to this Meeting (the "Merger Agreement"), pursuant to which, among other things: (i) J.P. Morgan would merge with and into the Corporation (the "Merger"); (ii) in accordance with the terms and conditions of the Merger Agreement, each then outstanding share of common stock, par value $2.50 per share, of J.P. Morgan ("J.P. Morgan Common Stock"), other than shares which would be cancelled and retired and cease to exist as a result of the Merger, would be converted into 3.70 fully paid and nonassessable shares of common stock, par value $1.00 per share, of the Corporation (the "Common Stock"); (iii) each then outstanding share of preferred stock, without par value, of J.P. Morgan (the "J.P. Morgan Preferred Stock"), other than (A) shares which would be cancelled and retired and cease to exist as a result of the Merger and (B) shares as to which the holders have properly perfected any rights of appraisal pursuant to Section 262 of the Delaware General Corporation Law, shall be converted into a share of a corresponding series of preferred stock, par value $1.00 per share, of the Corporation (the "Preferred Stock"), in each case having substantially the same terms as the respective series of J.P. Morgan Preferred Stock being so converted (such Preferred Stock of the Corporation to be so issued being hereinafter referred to C-1 57 as the "Merger Preferred Stock"); and (iv) the Corporation's Certificate of Incorporation would be amended pursuant to the Merger Agreement and by virtue of the Merger to provide for (A) the change of the name of the Corporation to "J.P. Morgan Chase & Co." and (B) the designation of each series of Merger Preferred Stock; and further RESOLVED, that subject to stockholder approval of the Merger Agreement and to the filing with the Secretary of State of the State of Delaware of the certificates of designations referred to below with respect to each series of Merger Preferred Stock (collectively, the "Certificates of Designation"), the issuance of such shares of Merger Preferred Stock in accordance with the terms of the Merger Agreement be, and it hereby is, authorized and, upon such issuance, such shares of Merger Preferred Stock shall be validly issued, fully paid and nonassessable and free of preemptive rights; and further RESOLVED, that the maximum number of shares of each series of Merger Preferred Stock authorized to be so issued in connection with the Merger upon conversion of the respective series of J.P. Morgan Preferred Stock shall be as follows: (i) up to 2,444,300 shares upon conversion of J.P. Morgan's Adjustable Rate Cumulative Preferred Stock, Series A; (ii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series B; (iii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series C; (iv) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series D; (v) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series E; (vi) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series F; and (vii) up to 400,000 shares upon conversion of J.P. Morgan's 6 5/8% Cumulative Preferred Stock, Series H; and further RESOLVED, that the voting powers, preferences and special rights of each series of Merger Preferred Stock shall be substantially identical to the voting powers, preferences and special rights applicable to, and specified in the certificate of designations with respect to, the respective series of J.P. Morgan Preferred Stock to be converted into such series of Merger Preferred Stock pursuant to the Merger, and that the Certificate of Designation for each series of Merger Preferred Stock shall provide for the voting rights specified in the corresponding series of J.P. Morgan Preferred Stock; and further RESOLVED, that the Stock Committee of the Board of Directors be, and it hereby is, authorized to approve, within the limits specified in the foregoing resolutions, the form, terms and provisions of each Certificate of Designation and to take such other actions as such committee deems necessary or desirable to effect the issuance of the Merger Preferred Stock in accordance with these resolutions. 2. The Stock Committee of the Board of Directors on December 18, 2000, pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: RESOLVED, that pursuant to resolutions of the Board of Directors of the Corporation adopted on September 12, 2000, the issue of up to 400,000 shares of 6 5/8% C-2 58 Cumulative Preferred Stock, $1.00 par value, of the Corporation is hereby authorized, and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications of all 400,000 shares of this series, in addition to those set forth in the Certificate of Incorporation are hereby fixed as follows: 1. Designation. The designation of such preferred stock shall be 6 5/8% Cumulative Preferred Stock (hereinafter referred to as the "6 5/8% Preferred Stock") and the number of shares constituting such series is 400,000. Shares of the 6 5/8% Preferred Stock shall have a stated value of $500 per share. The number of authorized shares of the 6 5/8% Preferred Stock may be reduced by further resolution duly adopted by the by the Board of Directors of the Corporation, the Stock Committee, or any other duly authorized committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized but the number of authorized shares of the 6 5/8% Preferred Stock shall not be increased. 2. Dividends. (a) Holders of shares of 6 5/8% Preferred Stock shall be entitled to receive cash dividends when, as and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, at a rate of 6 5/8% per annum on the stated value thereof in respect of the period that begins on January 1, 2001 and that shall end on and include March 31, 2001 (the "Initial Dividend Period") and each quarterly dividend period thereafter, which quarterly dividend periods shall begin on January 1, April 1, July 1 and October 1 of each year and shall end on and include the day next preceding the first day of the next dividend period. Such dividends shall be cumulative from the first day of the Initial Dividend Period and shall be payable, when, as and if declared by the Board of Directors on March 31, June 30, September 30 and December 31 of each year. Each such dividend shall be paid to the holders of record of shares of 6 5/8% Preferred Stock at the close of business on the fifteenth day of the month next preceding the month in which such dividend payment is made. Dividends as provided for in this Paragraph 2, to the extent not declared and paid for any past dividend periods, may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date therefor, as may be fixed by the Board of Directors of the Corporation, the Stock Committee, or any other duly authorized committee of the Board of Directors. Dividends payable on the 6 5/8% Preferred Stock for any period less than a full quarterly dividend period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on shares of the 6 5/8% Preferred Stock for each full quarterly dividend period (including the Initial Dividend Period) shall be computed by dividing the annual dividend rate by four. (b) No full dividends shall be declared or paid or set apart for payment on Preferred Stock of any series ranking, as to dividends, on a parity with the 6 5/8% Preferred Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the 6 5/8% Preferred Stock for all dividend payment periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full, as aforesaid, upon the shares of the 6 5/8% Preferred Stock and any other Preferred Stock ranking on a parity as to dividends with the 6 5/8% Preferred Stock, all dividends declared upon shares of the 6 5/8% Preferred Stock and any other Preferred Stock ranking on a parity as to dividends with the 6 5/8% C-3 59 Preferred Stock shall be declared pro rata so that the amount of dividends declared per share on the 6 5/8% Preferred Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of the 6 5/8% Preferred Stock and such other Preferred Stock bear to each other. Holders of shares of the 6 5/8% Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stocks, in excess of full cumulative dividends, as herein provided, on the 6 5/8% Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect if any dividend payment of payments on the 6 5/8% Preferred Stock which may in arrears. 3. Redemption. The 6 5/8% Preferred Stock shall not be redeemable prior to March 31, 2006. On or after March 31, 2006, the Corporation, at its option, with prior approval of the appropriate bank regulators, if so required, may redeem the 6 5/8% Preferred Stock, as a whole or in part, at any time or from time to time out of funds legally available therefor, at a redemption price of $500 per share plus an amount equal to accrued and unpaid dividends thereon to the date fixed for redemption. In the event the Corporation shall redeem shares of 6 5/8% Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of 6 5/8% Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the 6 5/8% Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of the 6 5/8% Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of 6 5/8% Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Corporation in its sole discretion to be equitable. A new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. Notwithstanding the foregoing provisions of this Section 3, if any dividends on the 6 5/8% Preferred Stock are in arrears, no shares of the 6 5/8% Preferred Stock shall be redeemed unless all outstanding shares of the 6 5/8% Preferred Stock are simultaneously redeemed, and the Corporation 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 the 6 5/8% Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of the 6 5/8% Preferred Stock. C-4 60 4. Shares to be Retired. All shares of the 6 5/8% Preferred Stock redeemed by the Corporation shall be retired and canceled and shall not be reissued as shares of 6 5/8% Preferred Stock and upon the filing of any document required by the Delaware General Corporation Law shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to series. 5. Conversion or Exchange. The holders of shares of the 6 5/8% Preferred Stock shall not have any rights to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 6. Voting. The 6 5/8% Preferred Stock shall have no voting powers either general or special except as otherwise required by law and as hereinafter provided in this Section 6. If at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of preferred stock are in default, the number of directors constituting the Board of Directors of the Corporation shall automatically be increased by two. The holders of record of the 6 5/8% Preferred Stock, voting separately as a class with the holders of shares of any one or more other series of preferred stock upon which like voting rights have been conferred (including, without limitation, the Corporation's Adjustable Rate Cumulative Preferred Stock, Series A (the "Series A Preferred Stock"), Variable Cumulative Preferred Stock, Series B through F, 10.84% Cumulative Preferred Stock, Adjustable Cumulative Preferred Stock, Series L, and Adjustable Cumulative Preferred Stock, Series N (collectively, the "Outstanding Cumulative Preferred Stock")), shall be entitled at said 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 thereto, to vote for the election of two directors of the Corporation, the holders of record of the 6 5/8% Preferred Stock and the Outstanding Cumulative Preferred Stock (other than the Series A Preferred Stock) being entitled to cast one vote per share and the holders of record of the Series A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share, with the remaining directors of the Corporation to be elected by the holders of record of shares of any other class or classes or series of stock entitled to vote therefor. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of record of the shares of preferred stock 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 of record called for that purpose, and any vacancy in such directorship thereby created or otherwise created may be filled only by the affirmative vote of the holders of record of the shares of preferred stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director. If and when such default shall cease to exist, the holders of record of the 6 5/8% Preferred Stock and the holders of record of shares of any one or more series of preferred stock upon which like voting rights have been conferred (including, without limitation, the Outstanding Cumulative Preferred Stock) shall be divested of the foregoing special voting rights, subject to reinvesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may C-5 61 have been elected directors pursuant to said special voting rights will terminate, and the number of directors constituting the Board of Directors shall be automatically reduced by two. For the purposes of the foregoing, default in the payment of dividends for the equivalent of six quarterly dividends means, in the case of Preferred Stock which pays dividends either more or less frequently than every quarter, default in the payment of dividends in respect of one or more Dividend Periods containing in the aggregate not less than 540 days. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of record of at least 66 2/3% of all of the voting power of the 6 5/8% Preferred Stock and all other shares of the same class at the time outstanding (including, without limitation, the Outstanding Cumulative Preferred Stock and the Corporation's Fixed/Adjustable Rate Noncumulative Preferred Stock (collectively with the Outstanding Cumulative Preferred Stock, the "Other Preferred Stock")), given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, voting as a class without regard to series, the holders of record of the 6 5/8% Preferred Stock and the Other Preferred Stock (other than the Series A Preferred Stock) being entitled to cast one vote per share and the holders of record of the Series A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Restated Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations, Rights and Preferences or any similar document relating to any series of preferred stock) so as to materially adversely affect the preferences, rights, powers or privileges of the 6 5/8% Preferred Stock and any other shares of the same class (including, without limitation, the Other Preferred Stock); provided, however, that in any case in which one or more, but not all, series of Other Preferred Stock or 6 5/8% Preferred Stock or other series of such class would be materially adversely affected as to the preferences, rights, powers or privileges thereof, the affirmative consent of holders of record of shares entitled to cast at least 66 2/3% of the votes entitled to be cast by the holders of all of the shares of all of the series that would be adversely affected, voting as a class, shall be required in lieu thereof. Unless the vote or consent of the holders of record of a greater number of shares shall then be required by law, the consent of the holders of record of at least 66 2/3% of all of the voting power of the shares of the 6 5/8% Preferred Stock and all shares of all other series of preferred stock ranking on a parity (including, without limitation, the Other Preferred Stock) with shares of the 6 5/8% Preferred Stock, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of record of shares of the 6 5/8% Preferred Stock, the Other Preferred Stock and shares of such other series of preferred stock shall vote together as a single class without regard to series, the holders of record of the 6 5/8% Preferred Stock and the Other Preferred Stock (other than the Series A Preferred Stock) being entitled to cast one vote per share and holders of record of Series A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share, shall be necessary to issue, authorize, or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any additional class or series of stock ranking prior to the 6 5/8% Preferred Stock, Other Preferred Stock or such other preferred stock as to dividends or upon liquidation. C-6 62 7. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the 6 5/8% Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of Common Stock or of any other shares of stock of the Corporation ranking as to such a distribution junior to the 6 5/8% Preferred Stock, an amount equal to $500 per share plus an amount equal to any accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for payment of such distribution. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the 6 5/8% Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the 6 5/8% Preferred Stock are not paid in full, the holders of the 6 5/8% Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the 6 5/8% Preferred Stock of the full preferential amounts provided for in this Section 7, the holders of the 6 5/8% Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Neither the sale, conveyance, exchange or transfer of all or substantially all the property or business of the Corporation, the merger or consolidation of the Corporation into or with any other corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, of the Corporation for the purposes of this Section 7. 8. Limitation on Dividends on Junior Ranking Stock. So long as any of the 6 5/8% Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the Common Stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the 6 5/8% Preferred Stock (the "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of preferred stock other than Junior Stock, at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment. 9. Ranking of Stock of the Corporation. For purposes of this resolution, any stock of any class or classes of the Corporation shall be deemed to rank: (1) prior to the shares of the 6 5/8% Preferred Stock, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of the 6 5/8% Preferred Stock; C-7 63 (2) on a parity with shares of the 6 5/8% Preferred Stock, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the 6 5/8% Preferred Stock, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of the 6 5/8% Preferred Stock; and (3) junior to shares of the 6 5/8% Preferred Stock, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of the 6 5/8% Preferred Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. C-8 64 Appendix D CERTIFICATE OF DESIGNATIONS OF ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES L OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation Law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were duly adopted by the Board of Directors of the Corporation on December 21, 1993 and by the Preferred Stock Committee of the Board of Directors on June 1, 1994, respectively, pursuant to authority conferred upon the Board of Directors by the provisions of the Certificate of Incorporation of the Corporation which authorize the issuance of up to 200,000,000 shares of preferred stock, $100 stated value per share ($1 par value) (the "Preferred Stock"), and pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by the resolutions of the Board of Directors adopted at a meeting duly convened and held on December 21, 1993: 1. The Board of Directors on December 21, 1993 adopted the following resolutions authorizing a Preferred Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of the Preferred Stock and fixing the voting rights of the Preferred Stock: "RESOLVED that the Preferred Stock Committee may, without further action of the Board of Directors of J.P. Morgan Chase & Co. (the "Corporation"), from time to time authorize the issuance and sale from time to time, of (i) one or more series of the Corporation's preferred stock, $1 par value (the "Preferred Stock"); (ii) depositary shares each representing a fraction of a share of Preferred Stock ("Depositary Shares"); (iii) warrants to purchase any shares of Preferred Stock or Depositary Shares; (iv) warrants to purchase shares of the Corporation's common stock, $1 par value ("Common Stock"); and (v) any shares of Preferred Stock or Common Stock into which or for which any of the foregoing may be exchangeable, convertible, or issuable upon exercise (all of the foregoing hereinafter collectively referred to as the "Preferred Shares" unless the context shall otherwise require), for cash or other property, as shall be determined by the Preferred Stock Committee, subject to the limitations hereinafter set forth, and any such Preferred Shares may be sold through agents, through underwriters, through dealers and directly to purchasers, in one or more offerings registered under the Securities Act of 1933 (the "Act") or in transactions not required to be registered under the Act, all as shall be determined by the Preferred Stock Committee; and any such issuance and sale of Preferred Shares, including the issuance from time to time of any warrants for such Preferred Shares, common or preferred stock of the Corporation into which any series of Preferred Shares may be convertible or exchangeable and the issuance and sale from time to time of Depositary Shares or warrants for Depositary Shares be, and hereby is, authorized and approved; D-1 65 RESOLVED that the Preferred Stock Committee be, and hereby is, authorized and empowered to act on behalf and in the stead of the Board of Directors in connection with the issuance of one or more series of the Preferred Shares and, in connection therewith, is hereby authorized, to the fullest extent permitted by the Delaware General Corporation Law as it now exists or is hereafter amended, to determine the price at which the Preferred Shares of each such series will be sold by the Corporation, to declare dividends payable on the Preferred Shares, to reserve for issuance on the books of the Corporation or otherwise a sufficient number of shares of any of the Corporation's common stock or Preferred Stock into which any series of the Preferred Stock may be convertible or exchangeable and to determine the designation, preferences and privileges, the relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof; RESOLVED that, without limiting the generality of the preceding resolution, the Preferred Stock Committee is hereby expressly authorized: (i) to determine whether the Preferred Shares will be issued in one or more series and the number of shares of any such series; (ii) to fix the dividend rate or rates of any such shares and/or the methods of determining dividends and the dates on which dividends shall be payable; (iii) to determine whether dividends of any series of Preferred Shares shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate; (iv) to determine the conversion or exchange provisions, if any, of the shares of any series of the Preferred Shares, including without limitation, the class and series of capital stock of the Corporation into which such shares shall be convertible or exchangeable; (v) to determine whether the Corporation shall elect to offer (a) warrants for such Preferred Shares ("Warrants") or (b) Depositary Shares evidenced by depositary receipts, each representing a fraction (to be determined by the Preferred Stock Committee) of a share of a particular series of the Preferred Stock, which shares of Preferred Stock will be issued and deposited with a depositary, in each case, in lieu of offering full shares of such series of the Preferred Stock; (vi) to fix the liquidation preference of the shares of any series of the Preferred Shares, subject to the limitation that the aggregate liquidation preference over Common Stock of all the Preferred Shares issued shall not exceed $850,000,000; (vii) to determine whether any warrants for Preferred Stock, Depositary Shares or Common Stock shall be issued, whether alone or in connection with any other Preferred Shares, and the terms and conditions of any such warrants; D-2 66 (viii) to determine whether the shares of any series of the Preferred Shares shall be subject to redemption, optional or mandatory or pursuant to a sinking fund, and, if such series shall be subject to redemption, the redemption provisions of such series; and (ix) to fix or determine any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions thereof; RESOLVED that the Preferred Stock Committee be, and hereby is, authorized and empowered to authorize, approve and take such other action as is deemed advisable in connection with the issuance of one or more series of the Preferred Shares, including, without limitation, the following: (i) selecting the underwriters, dealers and agents, if any, to or through which the Preferred Shares will be sold and offered; (ii) approving the form and substance, and the execution and delivery, of any underwriting agreement, agency agreement, placement agreement or other agreement to be entered into by the Corporation in connection with the issuance and sale of the Preferred Shares, including, without limitation, setting the amount of any underwriting discounts and other items constituting underwriters' compensation and any discounts and commissions allowed or paid to dealers or agents; (iii) selecting the bank or trust company which will act as depositary if Depositary Shares are offered and approving the form and substance, and the execution and delivery, of any deposit agreement to be entered into by the Corporation with such depositary; and (iv) appointing a registrar and transfer agent for the registration, transfer and exchange of the Preferred Shares and appointing a dividend disbursing agent for the Preferred Shares; RESOLVED that for each series of Preferred Shares a certificate shall be prepared and filed on behalf of the Corporation with the Secretary of State of the State of Delaware pursuant to Section 151 of the General Corporation Law of the State of Delaware (a "Certificate of Designation"); that each such Certificate of Designation be in such form as is approved by action of the Board of Directors or the Preferred Stock Committee; and that the proper officers of the Corporation be and hereby are authorized to execute and file each such Certificate of Designation pursuant to the General Corporation Law of the State of Delaware; RESOLVED that the Certificate of Designation for each series of the Preferred Shares shall provide that the shares of such series shall not have any voting powers either general or special, except that: D-3 67 (i) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66 2/3% of all of the shares of any series at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of such series shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designation or any similar document relating to any series of Preferred Stock) which would affect adversely the preferences, rights, powers or privileges of such series; (ii) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66 2/3 % of all of the shares of any such series and all other series of Preferred Stock ranking on a parity with shares of such series, either as to dividends or upon liquidation, at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purposes at which the holders of shares of such series and such other series of Preferred Stock shall vote together as a single class without regard to series, shall be necessary for authorizing, effecting or validating the creation, authorization or issue of any shares of any class of stock of the Corporation ranking prior to the shares of such series as to dividends or upon liquidation, or the reclassification of any authorized stock of the Corporation into any such prior shares, or the creation, authorization or issue of any obligation or security convertible into or evidencing the right to purchase any such prior shares; and (iii) If at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of Common Stock to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director"), shall continue to serve as such director for the full term for which he or she shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as D-4 68 provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period." 2. The Preferred Stock Committee of the Board of Directors on June 1, 1994, pursuant to the authority conferred upon the Preferred Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: RESOLVED that, pursuant to resolutions of the Board of Directors of J.P. Morgan Chase & Co. (the "Corporation") adopted on December 21, 1993, the issue of 2,000,000 shares of Adjustable Rate Cumulative Preferred Stock, Series L, $100 stated value per share ($1 par value) of the Corporation ranking on a parity with the series of Preferred Stock of the Corporation designated as the Corporation's "Adjustable Rate Cumulative Preferred Stock, Series C", the Corporation's "10.96% Preferred Stock", the Corporation's "10% Convertible Preferred Stock", the Corporation's "8-3/8% Preferred Stock", the Corporation's "7.92% Cumulative Preferred Stock", the Corporation's "7.58% Cumulative Preferred Stock" and the Corporation's "7-1/2% Cumulative Preferred Stock" is hereby authorized and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of all 2,000,000 shares of this Series, in addition to those set forth in the Certificate of Incorporation of the Corporation and, with respect to voting rights, in the resolutions of the Board of Directors of the Corporation adopted on December 21, 1993, are hereby fixed as follows: 1. Designation. The designation of this Series shall be Adjustable Rate Cumulative Preferred Stock, Series L (hereinafter referred to as this "Series") and the number of shares constituting this Series shall be 2,000,000. Shares of this Series shall have a stated value of $100. The number of authorized shares of this Series may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Preferred Stock Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of D-5 69 the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased. 2. Dividends. (a) Dividends payable on the shares of this Series for the period from June 8, 1994 to June 30, 1994 (the "Initial Dividend Period") shall be $0.3838 per share. For each quarterly dividend period after the Initial Dividend Period (a "Quarterly Dividend Period"; the Initial Dividend Period and any Quarterly Dividend Period being hereinafter referred to individually as a "Dividend Period") dividends payable on the shares of this Series shall be payable at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in Section 3) in respect of such Quarterly Dividend Period, expressed as a percentage to the nearest ten thousandth of a percentage point. The amount of dividends per share for each Quarterly Dividend Period shall be computed by dividing the Applicable Rate for such Quarterly Dividend Period by four and applying the resulting rate to the stated value per share of the Series. Each Quarterly Dividend Period shall commence on the January 1, April 1, July 1 and October 1, as the case may be, following the last day of the Initial Dividend Period or the preceding Quarterly Dividend Period, as the case may be, and shall end on and include the day next preceding the first day of the next such Quarterly Dividend Period. Dividends shall be cumulative from June 8, 1994 and shall be payable, when and as declared by the Board of Directors or by the Preferred Stock Committee of the Board of Directors, on March 31, June 30, September 30 and December 31 of each year, commencing on June 30, 1994. Each such dividend shall be paid to the holders of record of shares of this Series as they appear on the stock register of the Corporation on such record date, not exceeding 45 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation or by the Preferred Stock Committee of the Board of Directors. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation or by the Preferred Stock Committee of the Board of Directors. (b) Dividends payable on this Series for any period greater or less than a full Dividend Period, other than the Initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period. (c) No full dividends shall be declared or paid or set apart for payment on the Preferred Stock of any series ranking, as to dividends, on a parity with or junior to this Series for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on this Series for all Dividend Periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full, as aforesaid, upon the shares of this Series and any other series of Preferred Stock ranking on a parity as to dividends with D-6 70 this Series, all dividends declared upon shares of this Series and any other series of Preferred Stock ranking on a parity as to dividends with this Series shall be declared pro rata so that the amount of dividends declared per share on this Series and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of this Series and such other Preferred Stock bear to each other. Holders of shares of this Series shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on this Series. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on this Series which may be in arrears. (d) So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation and other than as provided in paragraph (c) of this Section 2) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with this Series as to dividends or upon liquidation, nor shall any Common Stock or any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of this Series shall have been paid or declared and set aside for payment for all past Dividend Periods. 3. Definition of Applicable Rate, etc. (a) Except as provided below in this paragraph, the "Applicable Rate" for any Quarterly Dividend Period will be equal to 84% of the Effective Rate (as hereinafter defined). The "Effective Rate" for any Quarterly Dividend Period will be equal to the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as hereinafter defined) for such Quarterly Dividend Period. In the event that the Corporation determines in good faith that for any reason (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate cannot be determined for any Quarterly Dividend Period, then the Effective Rate for such Quarterly Dividend Period will be equal to the higher of whichever two of such Rates can be so determined; (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Effective Rate for such Quarterly Dividend Period will be equal to whichever such Rate can be so determined; or D-7 71 (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Effective Rate for the preceding dividend period will be continued for such Quarterly Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Quarterly Dividend Period shall in no event be less than 4.50% per annum or greater than 10.50% per annum. (b) Except as described below in this paragraph, the "Treasury Bill Rate" for each Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as hereinafter defined)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board (as hereinafter defined) during the Calendar Period immediately preceding the last ten calendar days preceding the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during such Calendar Period, then the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum market discount rate for three-month U.S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills then having remaining maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations is not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the D-8 72 Corporation cannot determine the Treasury Bill Rate for any Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (c) Except as described below in this paragraph, the "Ten Year Constant Maturity Rate" for each Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (as hereinafter defined) (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during such Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as hereinafter defined)) then having remaining maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New D-9 73 York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (d) Except as described below in this paragraph, the "Thirty Year Constant Maturity Rate" for each Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (as hereinafter defined) (or the one weekly per annum Thirty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Thirty Year Average Yield during such Calendar Period, then the Thirty Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Thirty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Thirty Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having remaining maturities of not less than twenty-eight nor more than thirty years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Thirty Year Constant Maturity for any Quarterly Dividend Period as provided above in this paragraph, the Thirty Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than twenty-eight nor more than thirty years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. D-10 74 (e) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percent. (f) The Applicable Rate with respect to each Quarterly Dividend Period will be calculated as promptly as practicable by the Corporation according to the appropriate method described above. The Corporation will cause each Applicable Rate to be published in a newspaper of general circulation in New York City before the commencement of the Quarterly Dividend Period to which it applies and will cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of this Series. (g) For purposes of this Section, (i) "Calendar Period" means a period of fourteen calendar days; (ii) "Federal Reserve Board" means the Board of Governors of the Federal Reserve System; (iii) "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (iv) "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (v) "Thirty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of thirty years). 4. Redemption. (a) The shares of this Series are not redeemable prior to June 30, 1999. The Corporation, at its option, may redeem shares of this Series, as a whole or in part, at any time or from time to time, on or after June 30, 1999, at a redemption price of $100 per share plus accrued and unpaid dividends thereon to the date fixed for redemption. (b) In the event that fewer than all the outstanding shares of this Series are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors of the Corporation or the Preferred Stock Committee of the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors of the Corporation or the Preferred Stock Committee of the Board of Directors or by any other method as may be determined by the Board of Directors of the Corporation or the Preferred Stock Committee of the Board of Directors in its sole discretion to be equitable, D-11 75 provided that such method satisfies any applicable requirements of any securities exchange on which this Series is listed. (c) In the event the Corporation shall redeem shares of this Series, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 or more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares of this Series to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date. (d) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of this Series so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation or the Preferred Stock Committee of the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. (e) Any shares of this Series which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors of the Corporation or the Preferred Stock Committee of the Board of Directors. (f) Notwithstanding the foregoing provisions of this Section 4, if any dividends on this Series are in arrears, no shares of this Series shall be redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of this Series. 5. Conversion. The holders of shares of this Series shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Corporation. D-12 76 6. Liquidation Rights. (a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to this Series upon liquidation, the amount of $100 per share, plus accrued and unpaid dividends thereon. (b) After the payment to the holders of the shares of this Series of the full preferential amounts provided for in this Section 6, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. (c) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the stated value of the shares of this Series and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the shares of this Series are not paid in full, the holders of the shares of this Series and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective stated values to which they are entitled. (d) Neither the sale of all or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (e) Upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6 before any payment shall be made to the holder of any class of capital stock of the Corporation ranking junior to this Series upon liquidation. 7. Ranking. For purposes of this resolution, any stock of any class or classes of the Corporation shall be deemed to rank: (a) prior to the shares of this Series, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series; (b) on a parity with shares of this Series, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series, if the holders of such stock shall be entitled to D-13 77 the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series; and (c) junior to shares of this Series, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of this Series shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. 8. Voting Rights. The shares of this Series shall have the voting rights set forth in the resolutions of the Board of Directors of the Corporation adopted on December 21, 1993." D-14 78 Appendix E CERTIFICATE OF DESIGNATIONS OF 10.84% CUMULATIVE PREFERRED STOCK OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation Law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were adopted by the Board of Directors of the Corporation at meetings duly convened and held on August 27, 1995 and October 17, 1995, and by the Preferred Stock Committee of the Board of Directors by unanimous written consent executed on March 19, 1996, pursuant to authority conferred upon the Board of Directors by the provisions of the Restated Certificate of Incorporation of the Corporation which authorize the issuance of up to 200,000,000 shares of preferred stock, $1 par value (the "Preferred Stock"), and pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by resolutions of the Board of Directors adopted at a meeting duly convened and held on August 27, 1995: 1. The Board of Directors on August 27, 1995 adopted the following resolutions authorizing the Preferred Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of Preferred Stock pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking Corporation), which provided for the merger of Chase with and into the Corporation, with the Corporation continuing as the surviving corporation in the merger under the name "The Chase Manhattan Corporation": "RESOLVED, that it is advisable and in the best interests of the Corporation and its stockholders for the Corporation to enter into the Agreement and Plan of Merger between the Corporation and The Chase Manhattan Corporation, a Delaware corporation ("Chase"), substantially in the form presented to this Meeting (the "Merger Agreement"), pursuant to which, among other things, (i) Chase would merge with and into the Corporation (the "Merger") and, in accordance with the terms and conditions of the Merger Agreement, (ii) each then outstanding share of common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which would be cancelled and retired and cease to exist as a result of the Merger, would be converted into 1.04 fully paid and nonassessable shares of common stock, par value $1.00 per share, of the Corporation ("Common Stock"), which shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as Rights Agent, be accompanied by a corresponding number of Chemical Rights (as defined in the Merger Agreement), and (iii) each share (other than shares which would be cancelled and retired and cease to exist as a result of the Merger) of Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2% Series K; Preferred Stock, E-1 79 8.32% Series L; Preferred Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase would be converted into one share of a series of preferred stock, par value $1.00 per share, of the Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in each case having terms substantially identical to the terms of the series of preferred stock of Chase being so converted (such Preferred Stock of the Corporation to be so issued being hereinafter referred to as the "Merger Preferred Stock"); and further "RESOLVED, that subject to stockholder approval of the Merger Agreement and to the filing with the Secretary of State of the State of Delaware of the certificates of designations referred to below with respect to each series of Merger Preferred Stock (collectively, the "Certificates of Designations"), the issuance of such shares of Merger Preferred Stock in accordance with the terms of the Merger Agreement be, and it hereby is, authorized and, upon such issuance, such shares of Merger Preferred Stock shall be validly issued, fully paid and nonassessable and free of preemptive rights; and further "RESOLVED, that the maximum number of shares of each series of Merger Preferred Stock authorized to be so issued in connection with the Merger shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to 9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate Series N; and further "RESOLVED, that the voting powers, preferences and special rights of each series of Merger Preferred Stock shall be substantially identical to the voting powers, preferences and special rights applicable to, and specified in the certificate of designations with respect to, the respective series of preferred stock of Chase to be converted into such series of Merger Preferred Stock pursuant to the Merger; and further "RESOLVED, that the Preferred Stock Committee of the Board of Directors be, and it hereby is, authorized to approve, within the limits specified in the foregoing resolutions, the form, terms and provisions of each Certificate of Designations and to take such other actions as such committee deems necessary or desirable to effect the issuance of the Merger Preferred Stock in accordance with these resolutions." 2. The Board of Directors on October 17, 1995 adopted the following resolutions fixing the voting rights of the Preferred Stock authorized by the preceding resolutions: "RESOLVED, that the Certificate of Designations for each series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of the Corporation to be issued in connection with the merger of The Chase Manhattan Corporation ("Chase") with and into the Corporation, upon the conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred E-2 80 Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase, shall be modified to provide that the shares of such series shall not have any voting powers either general or special, except that: "If at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of common stock, par value $1.00 per share, of the Corporation, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period; and "Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock then outstanding, voting as a class without regard to series, the holders of shares of this series being entitled to cast one vote per share thereon, the Corporation may not: (a) create any class or series of stock which shall have preference as to dividends or distribution of assets over any outstanding series of the Preferred Stock other than a series which shall not have any right to object to such creation or (b) alter or change the E-3 81 provisions of the Corporation's Certificate of Incorporation, as amended, so as to adversely affect the voting power, preferences or special rights of the holders of Preferred Stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of Preferred Stock at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock at the time outstanding." 3. The Preferred Stock Committee of the Board of Directors on March 19, 1996, pursuant to the authority conferred upon the Preferred Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: "RESOLVED, that pursuant to resolutions of the Board of Directors of the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up to Eight Million (8,000,000) shares of 10.84% Cumulative Preferred Stock, $1.00 par value, of the Corporation is hereby authorized, and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of all 8,000,000 shares of this series, in addition to those set forth in the Certificate of Incorporation of the Corporation and, with respect to voting rights, in the resolutions of the Board of Directors of the Corporation adopted on October 17, 1995, are hereby fixed as follows: 1. Designation. The designation of such series shall be "10.84% Cumulative Preferred Stock" (hereinafter referred to as the "10.84% Preferred Stock") and the number of shares constituting such series is Eight Million (8,000,000). The number of authorized shares of 10.84% Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of 10.84% Preferred Stock shall not be increased. The 10.84% Preferred Stock shall rank on a parity as to dividends and distributions of assets with the series of Preferred Stock, $1.00 par value, of the Corporation designated as "10.96% Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative Preferred Stock", "7.58% Cumulative Preferred Stock", "7-1/2% Cumulative Preferred Stock", "Adjustable Rate Cumulative Preferred Stock, Series L", "10-1/2% Cumulative Preferred Stock", "9.76% Cumulative Preferred Stock", "9.08% Cumulative Preferred Stock", "8-1/2% Cumulative Preferred Stock", "8.32% Cumulative Preferred Stock", "8.40% Cumulative Preferred Stock", and "Adjustable Rate Cumulative Preferred Stock, Series N". 2. Dividends. The annual dividend rate of the 10.84% Preferred Stock shall be $2.71 on each outstanding share of such stock, and no more. Dividends shall be payable on the shares of the 10.84% Preferred Stock, when and as declared by the Board E-4 82 of Directors, for the Initial Dividend Period (as defined below) and each quarterly dividend period (a "Quarterly Dividend Period") thereafter (the Initial Dividend Period and each such subsequent Quarterly Dividend Period being hereinafter referred to as a "Dividend Period" and collectively referred to as "Dividend Periods"), which Quarterly Dividend Periods shall commence on March 31, June 30, September 30 and December 31 in each year, commencing with the first such date to occur after the effective time of the merger of The Chase Manhattan Corporation ("Chase") with and into the Corporation (the "Effective Time"), and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. The Initial Dividend Period is the period commencing on the most recent date next preceding the Effective Time on which a dividend was paid on the Preferred Stock, 10.84% Series I of Chase (the "Chase 10.84% Preferred Stock") (or commencing on the date of the Effective Time if such date was such a dividend payment date) and shall end on and include the date next preceding the first day of the next Quarterly Dividend Period; provided, however, that in the event the Effective Time shall occur after the record date for the payment of a regular quarterly dividend on the Chase 10.84% Preferred Stock, but prior to the payment date for such dividend, then the Initial Dividend Period shall be the first Quarterly Dividend Period as described in the preceding sentence. Dividends shall be cumulative from the date on which the Initial Dividend Period commences and shall be payable, when and as declared by the Board of Directors, on March 31, June 30, September 30 and December 31 in each year, commencing with such date that next follows the end of the Initial Dividend Period. Each such dividend shall be paid to the holders of record of shares of 10.84% Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past dividend periods may be declared and paid at any time, without reference to any quarterly dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. In the event that there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the 10.84% Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the 10.84% Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of 10.84% Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of 10.84% Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. Dividends payable on the 10.84% Preferred Stock for any period less than a full quarter (after the initial dividend period) shall be computed on the basis of a 360 day year. 3. Redemption. On or after June 30, 2001, the Corporation, at its option, may redeem shares of the 10.84% Preferred Stock, as a whole or in part, at any time or from time to time at a redemption price of $25 per share plus accrued and unpaid dividends thereon to the date fixed for redemption. In the event the Corporation shall redeem shares of 10.84% Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not E-5 83 less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of 10.84% Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the 10.84% Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation or any duly authorized committee thereof shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of 10.84% Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of 10.84% Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem less than all the outstanding shares of 10.84% Preferred Stock pursuant to the first paragraph of this Section 3 or purchase or otherwise acquire any shares of 10.84% Preferred Stock unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of 10.84% Preferred Stock for all past Dividend Periods; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of 10.84% Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of 10.84% Preferred Stock. 4. Shares to be Retired. All shares of 10.84% Preferred Stock redeemed or purchased by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued, but not as shares of 10.84% Preferred Stock. 5. Conversion or Exchange. The holders of shares of 10.84% Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 6. Voting. The shares of 10.84% Preferred Stock shall not have any voting powers either general or special, except that: E-6 84 If at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of common stock, par value $1.00 per share, of the Corporation, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period; and Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock then outstanding, voting as a class without regard to series, the holders of shares of this series being entitled to cast one vote per share thereon, the Corporation may not: (a) create any class or series of stock which shall have preference as to dividends or distribution of assets over any outstanding series of the Preferred Stock other than a series which shall not have any right to object to such creation or (b) alter or change the provisions of the Corporation's Certificate E-7 85 of Incorporation, as amended, so as to adversely affect the voting power, preferences or special rights of the holders of Preferred Stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of Preferred Stock at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock at the time outstanding. 7. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the 10.84% Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of Common Stock or of any other shares of stock of the Corporation ranking as to such a distribution junior to the 10.84% Preferred Stock, an amount equal to $25 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the 10.84% Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the 10.84% Preferred Stock are not paid in full, the holders of the 10.84% Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the 10.84% Preferred Stock of the full preferential amounts provided for in this Section 7, the holders of the 10.84% Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. The consolidation or merger of the Corporation with or into any other corporation, or the sale of substantially all the assets of the Corporation in consideration for the issuance of equity securities of another corporation, shall not be regarded as a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 7, but only if such consolidation, merger or sale of assets shall not in any way impair the voting power, preferences or special rights of the 10.84% Preferred Stock. 8. Limitation on Dividends on Junior Ranking Stock. So long as any 10.84% Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the Common Stock or any other stock of the Corporation ranking as to dividends or distributions of assets junior to the 10.84% Preferred Stock (the Common Stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of E-8 86 any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." E-9 87 Appendix F CERTIFICATE OF DESIGNATIONS OF ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES N OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation Law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were adopted by the Board of Directors of the Corporation at meetings duly convened and held on August 27, 1995 and October 17, 1995, and by the Preferred Stock Committee of the Board of Directors by unanimous written consent executed on March 19, 1996, pursuant to authority conferred upon the Board of Directors by the provisions of the Restated Certificate of Incorporation of the Corporation which authorize the issuance of up to 200,000,000 shares of preferred stock, $1 par value (the "Preferred Stock"), and pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by resolutions of the Board of Directors adopted at a meeting duly convened and held on August 27, 1995: 1. The Board of Directors on August 27, 1995 adopted the following resolutions authorizing the Preferred Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of Preferred Stock pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of August 27, 1995, between The Chase Manhattan Corporation ("Chase") and the Corporation (then named Chemical Banking Corporation), which provided for the merger of Chase with and into the Corporation, with the Corporation continuing as the surviving corporation in the merger under the name "The Chase Manhattan Corporation": "RESOLVED, that it is advisable and in the best interests of the Corporation and its stockholders for the Corporation to enter into the Agreement and Plan of Merger between the Corporation and The Chase Manhattan Corporation, a Delaware corporation ("Chase"), substantially in the form presented to this Meeting (the "Merger Agreement"), pursuant to which, among other things, (i) Chase would merge with and into the Corporation (the "Merger") and, in accordance with the terms and conditions of the Merger Agreement, (ii) each then outstanding share of common stock, par value $2.00 per share, of Chase ("Chase Common Stock"), other than shares which would be cancelled and retired and cease to exist as a result of the Merger, would be converted into 1.04 fully paid and nonassessable shares of common stock, par value $1.00 per share, of the Corporation ("Common Stock"), which shares would, pursuant to the Rights Agreement, dated as of April 13, 1989 (as amended, the "Rights Agreement"), between the Corporation and Chemical Bank, as Rights Agent, be accompanied by a corresponding number of Chemical Rights (as defined in the Merger Agreement), and (iii) each share (other than shares which would be cancelled and retired and cease to exist as a result of the Merger) of Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred Stock, 8-1/2% Series K; Preferred Stock, F-1 88 8.32% Series L; Preferred Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase would be converted into one share of a series of preferred stock, par value $1.00 per share, of the Corporation ("Preferred Stock"), as provided for in the Merger Agreement, in each case having terms substantially identical to the terms of the series of preferred stock of Chase being so converted (such Preferred Stock of the Corporation to be so issued being hereinafter referred to as the "Merger Preferred Stock"); and further "RESOLVED, that subject to stockholder approval of the Merger Agreement and to the filing with the Secretary of State of the State of Delaware of the certificates of designations referred to below with respect to each series of Merger Preferred Stock (collectively, the "Certificates of Designations"), the issuance of such shares of Merger Preferred Stock in accordance with the terms of the Merger Agreement be, and it hereby is, authorized and, upon such issuance, such shares of Merger Preferred Stock shall be validly issued, fully paid and nonassessable and free of preemptive rights; and further "RESOLVED, that the maximum number of shares of each series of Merger Preferred Stock authorized to be so issued in connection with the Merger shall be as follows: up to 5,600,000 shares upon conversion of Chase's Preferred Stock, 10-1/2% Series G; up to 4,000,000 shares upon conversion of Chase's Preferred Stock, 9.76% Series H; up to 8,000,000 shares upon conversion of Chase's Preferred Stock, 10.84% Series I; up to 6,000,000 shares upon conversion of Chase's Preferred Stock, 9.08% Series J; up to 6,800,000 shares upon conversion of Chase's Preferred Stock, 8-1/2% Series K; up to 9,600,000 shares upon conversion of Chase's Preferred Stock, 8.32% Series L; up to 6,900,000 shares upon conversion of Chase's Preferred Stock, 8.40% Series M; and up to 9,100,000 shares upon conversion of Chase's Preferred Stock, Adjustable Rate Series N; and further "RESOLVED, that the voting powers, preferences and special rights of each series of Merger Preferred Stock shall be substantially identical to the voting powers, preferences and special rights applicable to, and specified in the certificate of designations with respect to, the respective series of preferred stock of Chase to be converted into such series of Merger Preferred Stock pursuant to the Merger; and further "RESOLVED, that the Preferred Stock Committee of the Board of Directors be, and it hereby is, authorized to approve, within the limits specified in the foregoing resolutions, the form, terms and provisions of each Certificate of Designations and to take such other actions as such committee deems necessary or desirable to effect the issuance of the Merger Preferred Stock in accordance with these resolutions." 4. The Board of Directors on October 17, 1995 adopted the following resolutions fixing the voting rights of the Preferred Stock authorized by the preceding resolutions: "RESOLVED, that the Certificate of Designations for each series of preferred stock, par value $1.00 per share (the "Preferred Stock"), of the Corporation to be issued in connection with the merger of The Chase Manhattan Corporation ("Chase") with and into the Corporation, upon the conversion of the Preferred Stock, 10-1/2% Series G; Preferred Stock, 9.76% Series H; Preferred Stock, 10.84% Series I; Preferred Stock, 9.08% Series J; Preferred F-2 89 Stock, 8-1/2% Series K; Preferred Stock, 8.32% Series L; Preferred Stock, 8.40% Series M; and Preferred Stock, Adjustable Rate Series N of Chase, shall be modified to provide that the shares of such series shall not have any voting powers either general or special, except that: "If at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of common stock, par value $1.00 per share, of the Corporation, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period; and "Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock then outstanding, voting as a class without regard to series, the holders of shares of this series being entitled to cast one vote per share thereon, the Corporation may not: (a) create any class or series of stock which shall have preference as to dividends or distribution of assets over any outstanding series of the Preferred Stock other than a series which shall not have any right to object to such creation or (b) alter or change the F-3 90 provisions of the Corporation's Certificate of Incorporation, as amended, so as to adversely affect the voting power, preferences or special rights of the holders of Preferred Stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of Preferred Stock at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock at the time outstanding." 5. The Preferred Stock Committee of the Board of Directors on March 19, 1996, pursuant to the authority conferred upon the Preferred Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: "RESOLVED, that pursuant to resolutions of the Board of Directors of the Corporation adopted on August 27, 1995 and October 17, 1995, the issue of up to Nine Million One Hundred Thousand (9,100,000) shares of Adjustable Rate Cumulative Preferred Stock, Series N, $1.00 par value, of the Corporation is hereby authorized, and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of all 9,100,000 shares of this series, in addition to those set forth in the Certificate of Incorporation of the Corporation and, with respect to voting rights, in the resolutions of the Board of Directors of the Corporation adopted on October 17, 1995, are hereby fixed as follows: 1. Designation. The designation of such series shall be "Adjustable Rate Cumulative Preferred Stock, Series N" (hereinafter referred to as the "Series N Preferred Stock") and the number of shares constituting such series is Nine Million One Hundred Thousand (9,100,000). Shares of Series N Preferred Stock shall have a stated value of $25.00 per share. The number of authorized shares of Series N Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series N Preferred Stock shall not be increased. The Series N Preferred Stock shall rank on a parity as to dividends and distributions of assets with the series of Preferred Stock, $1.00 par value, of the Corporation designated as "10.96% Preferred Stock", "8-3/8% Preferred Stock", "7.92% Cumulative Preferred Stock", "7.58% Cumulative Preferred Stock", "7-1/2% Cumulative Preferred Stock", "Adjustable Rate Cumulative Preferred Stock, Series L", "10-1/2% Cumulative Preferred Stock", "9.76% Cumulative Preferred Stock", "10.84% Cumulative Preferred Stock", "9.08% Cumulative Preferred Stock", "8-1/2% Cumulative Preferred Stock", "8.32% Cumulative Preferred Stock" and "8.40% Cumulative Preferred Stock". 2. Dividends. Dividends shall be payable on the shares of the Series N Preferred Stock, when and as declared by the Board of Directors, for the Initial Dividend F-4 91 Period (as defined below) and each quarterly dividend period (a "Quarterly Dividend Period"; the Initial Dividend Period and each such Quarterly Dividend Period being hereinafter referred to as "Dividend Periods") thereafter, which Quarterly Dividend Periods shall commence on January 1, April 1, July 1 and October 1 in each year, commencing with the first such date to occur after the effective time of the merger of The Chase Manhattan Corporation ("Chase") with and into the Corporation (the "Effective Time"), and shall end on and include the day next preceding the first day of the next Dividend Period, at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in Section 3) in respect of such Dividend Period, expressed as a percentage to the nearest ten thousandth of a percentage point. The amount of dividends per share for each Dividend Period shall be computed by dividing the Applicable Rate for such Quarterly Dividend Period by four and applying the resulting rate to the stated value per share of the Series N Preferred Stock. The Initial Dividend Period is the period commencing on the day following the most recent date next preceding the Effective Time on which a dividend was paid on the Preferred Stock, Adjustable Rate Series N, of Chase (the "Chase Adjustable Rate Preferred")(or commencing on the date of the Effective Time if such date was such a dividend payment date) and shall end on and include the date next preceding the first day of the next Quarterly Dividend Period; provided, however, that in the event the Effective Time shall occur after the record date for the payment of a regular quarterly dividend on the Chase Adjustable Rate Preferred but prior to the payment date for such dividend, then the Initial Dividend Period shall be the first Quarterly Dividend Period as described in the preceding sentence. Dividends shall be cumulative from the date on which the Initial Dividend Period commences and shall be payable, when and as declared by the Board of Directors, on the last day of March, June, September and December of each year, commencing with the last day of the Initial Dividend Period. Each such dividend shall be paid to the holders of record of shares of Series N Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past dividend periods may be declared and paid at any time, without reference to any quarterly dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. In the event that there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series N Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series N Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series N Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series N Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. Dividends payable on the Series N Preferred Stock for any period which is less than a full Quarterly Dividend Period shall be computed on the basis of a 360 day year consisting of twelve 30-day months. F-5 92 3. Definition of Applicable Rate, etc. Except as provided below in this paragraph, the "Applicable Rate" for the Initial Dividend Period (if it commences prior to the date of the Effective Time) shall be the Applicable Rate of the Chase Adjustable Rate Preferred immediately prior to the Effective Time, and for any Quarterly Dividend Period (including the Initial Dividend Period if it commences on or after the date of the Effective Time) will be equal to 85% of the Effective Rate (as hereinafter defined). The "Effective Rate" for any Quarterly Dividend Period will be equal to the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. In the event that the Corporation determines in good faith that for any reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate cannot be determined for any Quarterly Dividend Period, then the Effective Rate for such Quarterly Dividend Period will be equal to the higher of whichever two of such Rates can be so determined; (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Effective Rate for such Quarterly Dividend Period will be equal to whichever such Rate can be so determined; or (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Effective Rate for the preceding dividend period will be continued for such Quarterly Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Quarterly Dividend Period shall in no event be less than 4.50% per annum or greater than 10.50% per annum. Except as described below in this paragraph, the "Treasury Bill Rate" for each Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as hereinafter defined)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board (as hereinafter defined) during the Calendar Period immediately preceding the last ten calendar days preceding the Quarterly Dividend Period for which the dividend rate on the Series N Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during such Calendar Period, then the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a F-6 93 per annum market discount rate for three-month U.S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills then having remaining maturities of not less than 80 or more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. Except as described below in this paragraph, the "Ten Year Constant Maturity Rate" for each Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (as hereinafter defined) (or the one weekly per annum Ten Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the Quarterly Dividend Period for which the dividend rate on the Series N Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most F-7 94 recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as hereinafter defined)) then having remaining maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. Except as described below in this paragraph, the "Thirty Year Constant Maturity Rate" for each Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (as hereinafter defined) (or the one weekly per annum Thirty Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the Quarterly Dividend Period for which the dividend rate on the Series N Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Thirty Year Average Yield during such Calendar Period, then the Thirty Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Thirty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Thirty Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having remaining maturities of not less than twenty-eight nor more than thirty years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Thirty Year Constant Maturity Rate for any Quarterly Dividend Period as F-8 95 provided above in this paragraph, then the Thirty Year Constant Maturity Rate for such Quarterly Dividend Period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than twenty-eight nor more than thirty years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percent. The Applicable Rate with respect to each Quarterly Dividend Period will be calculated as promptly as practicable by the Corporation according to the appropriate method described above. The Corporation will cause each Applicable Rate to be published in a newspaper of general circulation in New York City before the commencement of the Quarterly Dividend Period to which it applies and will cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of Series N Preferred Stock. For purposes of this Section, (i) "Calendar Period" means a period of fourteen calendar days; (ii) "Federal Reserve Board" means the Board of Governors of the Federal Reserve System; (iii) "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (iv) "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (v) "Thirty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of thirty years). 4. Redemption. On or after June 30, 1999, the Corporation, at its option, may redeem shares of the Series N Preferred Stock, as a whole or in part, at any time or from time to time at a redemption price of $25 per share plus an amount equal to the accrued and unpaid dividends thereon to the date fixed for redemption (whether or not such dividends have been declared). To permit the Series N Preferred Stock to qualify as Tier 1 capital of the Corporation, any such redemption shall be subject to the prior approval of the Board of Governors of the Federal Reserve System. F-9 96 In the event the Corporation shall redeem shares of Series N Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of Series N Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series N Preferred Stock so called for redemption shall cease to accrue, and notwithstanding the fact that any certificates for such shares shall not have been surrendered for payment of the redemption price, said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation or any duly authorized committee thereof shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series N Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series N Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem less than all the outstanding shares of Series N Preferred Stock pursuant to the first paragraph of this Section 4 or purchase or otherwise acquire any shares of Series N Preferred Stock unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series N Preferred Stock for all past Dividend Periods; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Series N Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series N Preferred Stock. 5. Shares to be Retired. All shares of Series N Preferred Stock redeemed or purchased by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued, but not as shares of Series N Preferred Stock. 6. Conversion or Exchange. The holders of shares of Series N Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. F-10 97 7. Voting. The shares of Series N Preferred Stock shall not have any voting powers either general or special, except that: If at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of common stock, par value $1.00 per share, of the Corporation, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period; and Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock then outstanding, voting as a class without regard to series, the holders of shares of this series being entitled to cast one vote per share thereon, the Corporation may not: (a) create any class or series of stock which shall have F-11 98 preference as to dividends or distribution of assets over any outstanding series of the Preferred Stock other than a series which shall not have any right to object to such creation or (b) alter or change the provisions of the Corporation's Certificate of Incorporation, as amended, so as to adversely affect the voting power, preferences or special rights of the holders of Preferred Stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of Preferred Stock at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock at the time outstanding. 8. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series N Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of Common Stock or of any other shares of stock of the Corporation ranking as to such a distribution junior to the Series N Preferred Stock, an amount equal to $25 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution (whether or not such dividends have been declared). If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series N Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series N Preferred Stock are not paid in full, the holders of the Series N Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series N Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series N Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. The consolidation or merger of the Corporation with or into any other corporation, or the sale of substantially all the assets of the Corporation in consideration for the issuance of equity securities of another corporation, shall not be regarded as a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 8, but only if such consolidation, merger or sale of assets shall not in any way impair the voting power, preferences or special rights of the Series N Preferred Stock. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series N Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the Common Stock or any other stock of the Corporation ranking as to dividends or distributions of assets junior to the Series N Preferred Stock (the Common Stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being F-12 99 herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." F-13 100 Appendix G CERTIFICATE OF DESIGNATIONS OF FIXED/ADJUSTABLE RATE NONCUMULATIVE PREFERRED STOCK OF J.P. MORGAN CHASE & CO. Pursuant to Section 151 of the General Corporation Law of the State of Delaware J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following resolutions were duly adopted by the Board of Directors of the Corporation on January 20, 1998 and by the Stock Committee of the Board of Directors on May 14, 1998, respectively, pursuant to authority conferred upon the Board of Directors by the provisions of the Certificate of Incorporation of the Corporation which authorize the issuance of up to 200,000,000 shares of preferred stock of $1 par value per share (the "Preferred Stock"), and pursuant to authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by the By-Laws of the Corporation and by the resolutions of the Board of Directors adopted at a meeting duly convened and held on January 20, 1998: 1. The Board of Directors on January 20, 1998 adopted, among other resolutions, the following resolutions authorizing a Stock Committee of the Board of Directors to act on behalf of the Board of Directors in connection with the issuance of the Preferred Stock and fixing the voting rights of the Preferred Stock: "RESOLVED that the Stock Committee may, from time to time during the Stock Committee Term, authorize the issuance and sale of securities which shall consist of any or all of the following: (i) one or more series of the Corporation's preferred stock, $1 par value per share (the "Preferred Stock"); (ii) depositary shares each representing a fraction of a share of Preferred Stock or other security ("Depositary Shares"); (iii) warrants to purchase any shares of Preferred Stock or Depositary Shares; (iv) warrants to purchase shares of Common Stock; (v) any shares of Preferred Stock or Common Stock or other securities into which or for which any of the foregoing may be exchangeable, convertible, or issuable upon exercise, and (vi) any securities (or units or combinations of securities) (including, without limitation, any securities of an SPV (as defined below)) that the Corporation deems functionally equivalent to Preferred Stock by reason of such securities (or units or combinations of securities) counting as "Tier 1 capital" of the Corporation according to the bank regulatory agencies (all of the foregoing hereinafter collectively referred to as the "Preferred Shares" unless the context shall otherwise require; and the Preferred Shares and Common Stock hereinafter collectively referred to as "Securities", unless the context shall otherwise require), for cash or other property, as shall be determined by the Stock Committee, subject to the limitations hereinafter set forth, and any such Preferred Shares may be sold through agents, through underwriters, through dealers and directly to purchasers, in one or more offerings registered under the Securities Act of 1933 (the "Act") or in transactions not required to be registered under the Act, all as shall be determined by the Stock Committee; and the Stock Committee shall have full authority to take any and all actions G-1 101 necessary to effect the intent of this resolution; and all Preferred Shares so issued will be deemed duly authorized, validly issued, fully paid and nonassessable; RESOLVED that, without limiting the generality of the preceding resolution, the Stock Committee is hereby expressly authorized during the Stock Committee Term: (i) to determine whether the Preferred Shares will be issued in one or more series and the number of shares of any such series; (ii) to fix the dividend rate or rates of any such shares and/or the methods of determining dividends and the dates on which dividends shall be payable; (iii) to determine whether dividends of any series of Preferred Shares shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate; (iv) to determine the conversion or exchange provisions, if any, of the shares of any series of the Preferred Shares, including without limitation, the class and series of capital stock or other securities of the Corporation into which such shares shall be convertible or exchangeable; (v) to determine whether the Corporation shall elect to offer (a) warrants for such Preferred Shares ("Warrants") or (b) Depositary Shares evidenced by depositary receipts, each representing a fraction (to be determined by the Stock Committee) of a share of a particular series of the Preferred Stock or other securities, which shares of Preferred Stock or other securities will be issued and deposited with a depositary, in each case, in lieu of offering full shares of such series of the Preferred Stock or other securities; (vi) to fix the liquidation preference of the shares of any series of the Preferred Shares, subject to the limitation that the aggregate liquidation preference over Common Stock of all the Preferred Shares issued during the Stock Committee Term shall not exceed $1.0 billion (the "Preferred Stock Maximum Amount"); (vii) to determine whether any warrants for Preferred Stock, Depositary Shares or Common Stock shall be issued, whether alone or in connection with any other Preferred Shares, and the terms and conditions of any such warrants; (viii) to determine whether the shares of any series of the Preferred Shares shall be subject to redemption, optional or mandatory or pursuant to a sinking fund, and, if such series shall be subject to redemption, the redemption provisions of such series; and (ix) to fix or determine any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions thereof; G-2 102 RESOLVED that, if required, for any series of Preferred Stock, a certificate shall be prepared and filed on behalf of the Corporation with the Secretary of State of the State of Delaware pursuant to Section 151 of the General Corporation Law of the State of Delaware (a "Certificate of Designation"); that each such Certificate of Designation be in such form as is approved by action of the Board of Directors or the Stock Committee; and that the proper officers of the Corporation be and hereby are authorized to execute and file each such Certificate of Designation pursuant to the General Corporation Law of the State of Delaware; RESOLVED that the Certificate of Designation for each series of the Preferred Stock shall provide that the shares of such series shall not have any voting powers either general or special, except that (i) if at the time of any annual meeting of the Corporation's stockholders for the election of directors there is a default in preference dividends on the Preferred Stock, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series (whether or not the holders of such series of Preferred Stock would be entitled to vote for the election of directors if such default in preference dividends did not exist), shall have the right at such meeting, voting together as a single class without regard to series, to the exclusion of the holders of common stock, par value $1 per share, of the Corporation, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he or she shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Preferred Stock shall exist, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares of Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever the term of office of the Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors constituting the Board of Directors of the Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any series of the Preferred Stock shall be equivalent to six full quarter-yearly dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until, but G-3 103 only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the end of the last preceding dividend period. (ii) Without the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock then outstanding, voting as a class without regard to series, the holders of shares of this series being entitled to cast one vote per share thereon, the Corporation may not: (a) create any class or series of stock which shall have preference as to dividends or distribution of assets over any outstanding series of the Preferred Stock other than a series which shall not have any right to object to such creation or (b) alter or change the provisions of the Corporation's Certificate of Incorporation so as to adversely affect the voting power, preferences or special rights of the holders of Preferred Stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of Preferred Stock at the time outstanding, consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of the holders of shares entitled to cast at least two-thirds of the votes entitled to be cast by the holders of the total number of shares of Preferred Stock at the time outstanding. 6. The Stock Committee of the Board of Directors on May 14, 1998, pursuant to the authority conferred upon the Stock Committee of the Board of Directors by Section 141(c) of the General Corporation Law of the State of Delaware, by Section 3.03 of the By-Laws of the Corporation and by the resolutions of the Board of Directors set forth above, adopted the following resolution: "RESOLVED that, pursuant to resolutions of the Board of Directors of J.P. Morgan Chase & Co. (the "Corporation") adopted on January 20, 1998, the issue of 4,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred Stock, $50 stated value per share ($1 par value), of the Corporation ranking on a parity with the series of Preferred Stock of the Corporation designated as the Corporation's: 10.96% Preferred Stock; 7-1/2% Cumulative Preferred Stock; Adjustable Rate Cumulative Preferred Stock, Series L; 10-1/2% Cumulative Preferred Stock; 9.76% Cumulative Preferred Stock; 10.84% Cumulative Preferred Stock; and Adjustable Rate Cumulative Preferred Stock, Series N, is hereby authorized and the designation, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of all 4,000,000 shares of this Series, in addition to those set forth in the Restated Certificate of Incorporation of the Corporation and, with respect to voting rights, in the resolutions of the Board of Directors of the Corporation adopted on January 20, 1998, are hereby fixed as follows: 1. Designation. The designation of this Series shall be Fixed/Adjustable Rate Noncumulative Preferred Stock (hereinafter referred to as this "Series"), and the number of shares constituting this Series shall be 4,000,000. Shares of this Series shall have a stated value of $50. The number of authorized shares of this Series may be G-4 104 reduced by further resolution duly adopted by the Board of Directors of the Corporation, the Stock Committee of the Board of Directors or by any other duly authorized committee of the Board of Directors (collectively, the "Board of Directors") and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased. 2. Dividends. (a) The holders of shares of this Series shall be entitled to receive cash dividends, when, as and if declared by the Board of Directors, out of funds legally available for that purpose, in the amounts or at the rate set forth below in this Section 2. Dividends on the shares of this Series shall be payable, when, as and if declared by the Board of Directors, on March 31, June 30, September 30 and December 31 of each year (each, a "Dividend Payment Date"), commencing on September 30, 1998. Each such dividend shall be paid to the holders of record of shares of this Series as they appear on the stock register of the Corporation on such record date, not more than 45 days preceding the payment date thereof, as shall be fixed by the Board of Directors. Dividends on the shares of this Series shall not be cumulative and no rights shall accrue to the holders of the shares of this Series if the Corporation fails to declare a dividend on the shares of this Series with respect to any Dividend Period (as hereinafter defined), whether or not dividends are declared with respect to any future Dividend Period. (b) Dividends payable on the shares of this Series for the period from May 21, 1998 through and including September 30, 1998 (the "Initial Dividend Period") shall be $0.9024 per share. For each quarterly dividend period after the Initial Dividend Period (each such quarterly dividend period and the Initial Dividend Period being hereinafter referred to individually as a "Dividend Period") through and including the Dividend Period ending June 30, 2003, dividends payable on the shares of this Series shall be payable at a rate per annum of the stated value thereof equal to 4.96%. For each Dividend Period beginning on or after July 1, 2003, dividends payable on the shares of this Series shall be payable at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in Section 3) in respect of such Dividend Period, expressed as a percentage to the nearest ten thousandth of a percentage point. The amount of dividends per share for each Dividend Period shall be computed by dividing the Applicable Rate for such Dividend Period by four and applying the resulting rate to the stated value per share of this Series. Each Dividend Period (other than the Initial Dividend Period) shall commence on the January 1, April 1, July 1 and October 1, as the case may be, following the last day of the Initial Dividend Period or the preceding Dividend Period, as the case may be, and shall end on and include the day next preceding the first day of the next such Dividend Period. (c) Dividends payable on this Series for any period greater or less than a full Dividend Period, other than the Initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months and, for any period less than one month, the actual number of days elapsed in the period. (d) No full dividends shall be declared or paid or set apart for payment on the Preferred Stock of any series ranking, as to dividends, on a parity with or junior to this G-5 105 Series for any period unless full dividends on the shares of this Series for the Dividend Period commencing on the day following the immediately preceding Dividend Payment Date have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment. When dividends are not paid in full, as aforesaid, upon the shares of this Series and any other series of Preferred Stock ranking on a parity as to dividends with this Series, all dividends declared upon shares of this Series and any other series of Preferred Stock ranking on a parity as to dividends with this Series shall be declared pro rata so that the amount of dividends declared per share on this Series and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share (which in the case of this Series shall include accrued and unpaid dividends for the Dividend Period commencing on the day following the immediately preceding Dividend Payment Date but shall not include accumulation of any dividends for prior Dividend Periods, unless previously declared) on the shares of this Series and such other Preferred Stock bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on this Series which may be in arrears. (e) So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation and other than as provided in paragraph (d) of this Section 2) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with this Series as to dividends or upon liquidation, nor shall any Common Stock or any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation), unless, in each case, full dividends on all outstanding shares of this Series shall have been paid or declared and set aside for payment in respect of the Dividend Period commencing on the day following the immediately preceding Dividend Payment Date. 3. Definition of Applicable Rate, etc. (a) Except as provided below in this paragraph, the "Applicable Rate" for any Dividend Period beginning on or after July 1, 2003 shall be equal to the Effective Rate (as hereinafter defined) less 0.20%. The "Effective Rate" for any Dividend Period beginning on or after July 1, 2003 shall be equal to the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. In the event that the Corporation determines in good faith that for any reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate cannot be determined for any Dividend Period beginning on or after July 1, 2003, then the Effective Rate for such Dividend Period shall be equal to the higher of whichever two of such rates can be so determined; G-6 106 (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any Dividend Period beginning on or after July 1, 2003, then the Effective Rate for such Dividend Period shall be equal to whichever such rate can be so determined; or (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any Dividend Period beginning on or after July 1, 2003, then the Effective Rate for the preceding Dividend Period shall be continued for such Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Dividend Period shall in no event be less than 5.46% per annum or greater than 11.46% per annum (without taking into account adjustments described in paragraph 3(h) below). (b) Except as described below in this paragraph, the "Treasury Bill Rate" for each applicable Dividend Period shall be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as hereinafter defined)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board (as hereinafter defined) during the Calendar Period immediately preceding the last ten calendar days preceding the Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum market discount rate for three-month U.S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills then having remaining maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally G-7 107 available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any applicable Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (c) Except as described below in this paragraph, the "Ten Year Constant Maturity Rate" for each applicable Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (as hereinafter defined) (or the one weekly per annum Ten Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as hereinafter defined)) then having remaining maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any applicable Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are G-8 108 not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (d) Except as described below in this paragraph, the "Thirty Year Constant Maturity Rate" for each applicable Dividend Period shall be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (as hereinafter defined) (or the one weekly per annum Thirty Year Average yield, if only one such yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Thirty Year Average Yield during such Calendar Period, then the Thirty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Thirty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Thirty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having remaining maturities of not less than twenty-eight nor more than thirty years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Thirty Year Constant Maturity for any applicable Dividend Period as provided above in this paragraph, the Thirty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than twenty-eight nor more than thirty years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (e) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percent. (f) The Applicable Rate with respect to each Dividend Period beginning on or after July 1, 2003 shall be calculated as promptly as practicable by the Corporation G-9 109 according to the appropriate method described above. The Corporation shall cause notice of each Applicable Rate to be sent to the holders of this Series. (g) For purposes of this Section, (i) "Calendar Period" means a period of fourteen calendar days; (ii) "Federal Reserve Board" means the Board of Governors of the Federal Reserve System; (iii) "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (iv) "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (v) "Thirty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of thirty years). (h) If, prior to November 21, 1999, one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the percentage of the dividends-received deduction (currently 70%) as specified in section 243(a)(1) of the Code or any successor provision (the "Dividends-Received Percentage"), the amount of each dividend payable (if declared) per share of this Series for dividend payments made on or after the effective date of such change in the Code shall be adjusted by multiplying the amount of the dividend payable described above (before adjustment) by the following fraction (the "DRD Formula"), and rounding the result to the nearest cent (with one-half cent rounded up): 1- [.35(1-.70)] --------------- 1- [.35(1-DRP)] For the purposes of the DRD Formula, "DRP" means the Dividends-Received Percentage (expressed as a decimal) applicable to the dividend in question; provided, however, that if the Dividends-Received Percentage applicable to the dividend in question shall be less than 50%, then the DRP shall equal 0.50. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Corporation receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Corporation or a private letter ruling or similar form of authorization from the Internal Revenue Service ("IRS") to the effect that such amendment does not apply to a dividend payable on this Series, then such amendment shall not result in the adjustment provided for pursuant to the DRD Formula with respect to such dividend. Such opinion shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. G-10 110 If any such amendment to the Code is enacted after the dividend payable on a Dividend Payment Date has been declared, the amount of the dividend payable on such Dividend Payment Date shall not be increased; instead, additional dividends (the "Post Declaration Date Dividends") equal to the excess, if any, of (x) the product of the dividend paid by the Corporation on such Dividend Payment Date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividends-Received Percentage and 0.50) applicable to the dividend in question over (y) the dividend paid by the Corporation on such Dividend Payment Date, shall be payable (if declared) to holders of shares of this Series on the record date applicable to the next succeeding Dividend Payment Date or, if the shares of this Series are called for redemption prior to such record date, to holders of shares of this Series on the applicable redemption date, as the case may be, in addition to any other amounts payable on such date. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Corporation receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Corporation or a private letter ruling or similar form of authorization from the IRS to the effect that such amendment does not apply to a dividend so payable on this Series, then such amendment shall not result in the payment of Post Declaration Date Dividends. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. If any such amendment to the Code is enacted and the reduction in the Dividends-Received Percentage retroactively applies to a Dividend Payment Date as to which the Corporation previously paid dividends on this Series (each, an "Affected Dividend Payment Date"), the Corporation shall pay (if declared) additional dividends (the "Retroactive Dividends") to holders of shares of this Series on the record date applicable to the next succeeding Dividend Payment Date (or, if such amendment is enacted after the dividend payable on such Dividend Payment Date has been declared, to holders of shares of this Series on the record date following the date of enactment) or, if the shares of this Series are called for redemption prior to such record date, to holders of shares of this Series on the applicable redemption date, as the case may be, in an amount equal to the excess of (x) the product of the dividend paid by the Corporation on each Affected Dividend Payment Date and the DRD Formula (where the DRP used in the DRD Formula would be equal to the greater of the Dividends-Received Percentage and 0.50) applied to each Affected Dividend Payment Date over (y) the sum of the dividends paid by the Corporation on each Affected Dividend Payment Date. The Corporation shall only make one payment of Retroactive Dividends for any such amendment. Notwithstanding the foregoing provisions, if, with respect to any such amendment, the Corporation receives either an unqualified opinion of nationally recognized independent tax counsel selected by the Corporation or a private letter ruling or similar form of authorization from the IRS to the effect that such amendment does not apply to a dividend so payable on this Series, then such amendment shall not result in the payment of Retroactive Dividends. The opinion referenced in the previous sentence shall be based upon the legislation amending or establishing the DRP or upon a published pronouncement of the IRS addressing such legislation. Notwithstanding the foregoing, no adjustment in the dividends payable by the Corporation shall be made, and no Post Declaration Date Dividends or Retroactive Dividends shall be payable by the Corporation, in respect of the enactment of any amendment to the Code at any time on or after November 21, 1999 that reduces the Dividends-Received Percentage. G-11 111 In the event that the amount of dividends payable per share of the shares of this Series is adjusted pursuant to the DRD Formula and/or Post Declaration Date Dividends or Retroactive Dividends are to be paid, the Corporation shall give notice of each such adjustment and, if applicable, any Post Declaration Date Dividends and Retroactive Dividends to the holders of shares of this Series. 3. Redemption. (a) Except as provided in paragraph (b) below, the shares of this Series are not redeemable prior to June 30, 2003. The Corporation, at its option, may redeem shares of this Series, as a whole or in part, at any time or from time to time, on or after June 30, 2003 at a redemption price of $50 per share plus accrued and unpaid dividends thereon (whether or not declared and including any increase in dividends pursuant to paragraph 3(h) above) from the immediately preceding Dividend Payment Date to the date fixed for redemption (but without any accumulation for unpaid dividends for prior Dividend Periods on the shares of this Series). (b) If the Dividends-Received Percentage is equal to or less than 50% and, as a result, the amount of dividends payable on this Series on any Dividend Payment Date shall be or is adjusted upwards as described in paragraph 3(h) above, the Company, at its option, may redeem all, but not less than all, of the outstanding shares of this Series, provided that within sixty days of the date on which an amendment to the Code is enacted which reduces the Dividends-Received Percentage to 50% or less, the Company sends notice to holders of shares of this Series of such redemption in accordance with paragraph (d) below. Any redemption of this Series in accordance with this paragraph shall be on notice as aforesaid at a redemption price equal to $51 per share, plus accrued and unpaid dividends (whether or not declared and including any increase in dividends pursuant to paragraph 3(h) above) from the immediately preceding Dividend Payment Date to the date fixed for redemption (but without any accumulation for unpaid dividends for prior Dividend Periods on the shares of this Series). (c) In the event that fewer than all the outstanding shares of this Series are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined by the Board of Directors in its sole discretion to be equitable, provided that such method satisfies any applicable requirements of any securities exchange on which this Series is listed. (d) In the event the Corporation shall redeem shares of this Series, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 or more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares of this Series to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed shall cease to accrue on the redemption date. G-12 112 (e) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of this Series so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. (f) Any shares of this Series which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors. (g) Notwithstanding the foregoing provisions of this Section 4, if full dividends on all outstanding shares of this Series are in arrears, no shares of this Series shall be redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of this Series. 5. Conversion. The holders of shares of this Series shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Corporation. 6. Liquidation Rights. (a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to this Series upon liquidation, the amount of $50 per share, plus accrued and unpaid dividends (whether or not declared and including any increase in dividends pursuant to paragraph 3(h) above) from the immediately preceding Dividend Payment Date or the date of original issuance of this Series, as the case may be, to the date of the liquidating distribution (but without any accumulation of unpaid dividends for prior Dividend Periods). (b) After the payment to the holders of the shares of this Series of the full preferential amounts provided for in this Section 6, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. (c) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the amounts payable with respect to the shares of this Series and G-13 113 any other shares of stock of the Corporation ranking as to any such distribution on a parity with the shares of this Series are not paid in full, the holders of the shares of this Series and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective distributions to which they are entitled. (d) Neither the sale of all or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. 7. Ranking. For purposes of this resolution, any stock of any class or classes of the Corporation shall be deemed to rank: (a) prior to the shares of this Series, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series; (b) on a parity with shares of this Series, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series (and whether or not such dividends shall accumulate), if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series; and (c) junior to shares of this Series, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of this Series shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. 8. Voting Rights. The shares of this Series shall have the voting rights set forth in the resolutions of the Board of Directors of the Corporation adopted on January 20, 1998." G-14 EX-4.8 3 y43983paex4-8.txt THIRD SUPPLEMENTAL INDENTURE 1 Exhibit 4.8 THE CHASE MANHATTAN CORPORATION AND U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 29, 2000 to INDENTURE Dated as of April 1, 1987 Amended and Restated as of December 15, 1992, as amended SUBORDINATED DEBT SECURITIES 2 THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2000, between, THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the "Corporation"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as First Trust of New York, National Association), a national banking association, as successor to Morgan Guaranty Trust Company of New York, a New York banking corporation, as trustee (the "Trustee", which term shall include any successor trustee appointed pursuant to Article Eight of the Indenture hereafter referred to). WHEREAS, the Corporation and the Trustee have heretofore executed and delivered a certain Indenture, dated as of April 1, 1987, as amended by a First Supplemental Indenture, dated as of October 27, 1988, as amended and restated as of December 15, 1992, and by a Second Supplemental Indenture, dated as of October 8, 1996 (as so amended, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of Securities; WHEREAS, the Corporation and J.P. Morgan & Co. Incorporated ("J.P. Morgan") have entered into an Agreement and Plan of Merger, dated as of September 12, 2000 (the "Merger Agreement"), which contemplates the execution and filing of a Certificate of Merger on the date hereof providing for the merger (effective December 31, 2000) of J.P. Morgan with and into the Corporation, with the Corporation continuing its corporate existence under Delaware law under the name "J.P. Morgan Chase & Co."; WHEREAS, Section 11.01(j) of the Indenture provides, among other things, that, without the consent of the holders of any Securities, the Corporation, when authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture to make such provisions in regard to matters or questions arising under the Indenture which the Board of Directors may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders of the Securities; WHEREAS, the Corporation desires and has requested that the Trustee join in the execution of this Third Supplemental Indenture for the purpose of amending certain provisions of the Indenture as hereinafter set forth; WHEREAS, the execution and delivery of this Third Supplemental Indenture has been authorized by resolutions of the boards of directors of the Corporation; and WHEREAS, all conditions precedent and requirements necessary to make this Third Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of Securities, as follows: 1 3 ARTICLE ONE REPRESENTATIONS OF THE CORPORATION The Corporation represents and warrants to the Trustee as follows: SECTION 1.1. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. SECTION 1.2. The execution, delivery and performance by the Corporation of this Third Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it. ARTICLE TWO AMENDMENTS SECTION 2.1. The definition of "Senior Indebtedness" contained in Section 1.01 of the Indenture is hereby amended in its entirety to read as follows: "'Senior Indebtedness' of the Corporation means the principal of, premium, if any, and interest on: (i) all indebtedness of the Corporation for money borrowed, whether outstanding on the date of execution of this Indenture or thereafter created, assumed or incurred, except (A) the Securities; (B) all securities issued pursuant to the Amended and Restated Indenture, dated as of September 1, 1993, as amended by the First Supplemental Indenture, dated as of March 29, 1996, the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Corporation (as successor-by-merger to The Chase Manhattan Corporation, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank, a New York banking corporation, as the same may be further amended, supplemented or otherwise modified from time to time; (C) all securities issued pursuant to the Indenture, dated as of March 1, 1993, as amended by the First Supplemental Indenture, dated as of December 29, 2000, between the Corporation (as successor-by-merger to J.P. Morgan & Co. Incorporated, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Citibank, N.A., a national banking association, as the same may be further amended, supplemented or otherwise modified from time to time; (D) all securities issued pursuant to the Indenture, dated as of December 1, 1986, as amended by the First Supplemental Indenture, dated as of May 12, 1992, and the Second Supplemental Indenture, dated as of December 29, 2000, between the Corporation (as successor-by-merger to J.P. Morgan & Co. Incorporated, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Citibank, N.A., a national banking association, as the same may be further amended, supplemented or otherwise modified from time to time; and (E) such other indebtedness as is by its terms expressly stated not to be superior in right of payment to, or to rank pari passu with, the Securities 2 4 or the other securities referred to in clauses (B) through (D); and (ii) any deferrals, renewals or extensions of any such Senior Indebtedness. The term "indebtedness of the Corporation for money borrowed" means any obligation of, or any obligation guaranteed by, the Corporation for the repayment of money borrowed, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets. The Securities shall rank pari passu with the securities referred to in clauses (i)(B) through (i)(D) above, subject to the subordination provisions of Article Sixteen." SECTION 2.2. Except as amended hereby, the Indenture and the Securities and Coupons are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE THREE MISCELLANEOUS SECTION 3.1. The Trustee accepts the modification of the Indenture effected by this Third Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Corporation. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this Third Supplemental Indenture. SECTION 3.2. If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision included in this Third Supplemental Indenture or in the Indenture that is required to be included in this Third Supplemental Indenture or the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. SECTION 3.3. Nothing in this Third Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Third Supplemental Indenture. SECTION 3.4. This Third Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State. SECTION 3.5. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 3.6. This Third Supplemental Indenture shall become effective as of the Effective Time (as defined in the Merger Agreement). 3 5 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested all as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By____________________________________ Name: Title: (Corporate Seal) Attest: ________________________________ Assistant Secretary U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By____________________________________ Name: Title: (Corporate Seal) Attest: ________________________________ 6 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ____ day of December, 2000, before me, the undersigned officer, personally appeared Marc J. Shapiro, who acknowledged himself to be the Vice Chairman, Finance, Risk Management and Administration of THE CHASE MANHATTAN CORPORATION, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _____________________________________ Notary Public [SEAL] 7 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ day of December, 2000, before me, the undersigned officer, personally appeared _______________, who acknowledged himself to be _______________ of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _____________________________________ Notary Public [SEAL] EX-4.16 4 y43983paex4-16.txt THIRD SUPPLEMENTAL INDENTURE 1 Exhibit 4.16 THE CHASE MANHATTAN CORPORATION AND U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 29, 2000 to AMENDED AND RESTATED INDENTURE dated as of September 1, 1993, as amended SUBORDINATED DEBT SECURITIES 2 THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2000, between, THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank, a New York banking corporation, as trustee (the "Trustee", which term shall include any successor trustee appointed pursuant to Article Six of the Indenture hereafter referred to). WHEREAS, the Company and the Trustee have heretofore executed and delivered a certain Amended and Restated Indenture, dated as of September 1, 1993, as amended by a First Supplemental Indenture, dated as of March 29, 1996, and a Second Supplemental Indenture, dated as of October 8, 1996 (as so amended, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of Securities; WHEREAS, the Company and J.P. Morgan & Co. Incorporated ("J.P. Morgan") have entered into an Agreement and Plan of Merger, dated as of September 12, 2000 (the "Merger Agreement"), which contemplates the execution and filing of a Certificate of Merger on the date hereof providing for the merger (effective December 31, 2000) of J.P. Morgan with and into the Company, with the Company continuing its corporate existence under Delaware law under the name "J.P. Morgan Chase & Co."; WHEREAS, Section 901(9) of the Indenture provides, among other things, that, without the consent of the holders of any Securities, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture to make any provisions with respect to matters or questions arising under the Indenture, provided such action shall not adversely affect the interests of the holders of the Securities of any series or any Coupons appertaining thereto in any material respect; WHEREAS, the Company desires and has requested that the Trustee join in the execution of this Third Supplemental Indenture for the purpose of amending certain provisions of the Indenture as hereinafter set forth; WHEREAS, the execution and delivery of this Third Supplemental Indenture has been authorized by a Board Resolution of the Company; and WHEREAS, all conditions precedent and requirements necessary to make this Third Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of Securities, as follows: 1 3 ARTICLE ONE REPRESENTATIONS OF THE COMPANY The Company represents and warrants to the Trustee as follows: SECTION 1.1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. SECTION 1.2. The execution, delivery and performance by the Company of this Third Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of the Company. ARTICLE TWO AMENDMENTS SECTION 2.1. The definition of "Senior Indebtedness" contained in Section 101 of the Indenture is hereby amended in its entirety to read as follows: "'Senior Indebtedness of the Company' shall mean the obligations of the Company to its creditors other than the Holders of the Securities, whether outstanding on the date of the execution of this Indenture or thereafter incurred, except obligations ranking on a parity with the Securities (which Securities so ranking on a parity shall include, without limitation, all CBC Subordinated Indebtedness, all MHC Subordinated Indebtedness and all JPM Subordinated Indebtedness) or ranking junior to the Securities." SECTION 2.2. Section 1.01 of the Indenture is hereby amended to insert, in the appropriate alphabetical order, the following new definition: "'JPM Subordinated Indebtedness' shall mean (i) all securities issued pursuant to (A) the Indenture, dated as of March 1, 1993, as amended by the First Supplemental Indenture, dated as of December 29, 2000, between the Corporation (as successor-by-merger to J.P. Morgan & Co. Incorporated, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Citibank, N.A., a national banking association, as the same may be further amended, supplemented or otherwise modified from time to time or (B) the Indenture, dated as of December 1, 1986, as amended by the First Supplemental Indenture, dated as of May 12, 1992, and the Second Supplemental Indenture, dated as of December 29, 2000, between the Corporation (as successor-by-merger to J.P. Morgan & Co. Incorporated, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Citibank, N.A., a national banking association, as the same may be further amended, supplemented or otherwise modified from time to time; and (ii) all other securities that, pursuant to the terms of the 2 4 aforementioned indentures and securities, rank on a parity with such securities referred to in clause (i)." SECTION 2.3. Except as amended hereby, the Indenture and the Securities and Coupons are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE THREE MISCELLANEOUS SECTION 3.1. The Trustee accepts the modification of the Indenture effected by this Third Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this Third Supplemental Indenture. SECTION 3.2. If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision included in this Third Supplemental Indenture or in the Indenture that is required to be included in this Third Supplemental Indenture or in the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision shall control. SECTION 3.3. Nothing in this Third Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Third Supplemental Indenture. SECTION 3.4. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. SECTION 3.5. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 3.6. This Third Supplemental Indenture shall become effective as of the Effective Time (as defined in the Merger Agreement). 3 5 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested all as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By___________________________________ Name: Title: (Corporate Seal) Attest: _____________________________ Assistant Secretary U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By__________________________________ Name: Title: (Corporate Seal) Attest: _____________________________ 6 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ____ day of December, 2000, before me, the undersigned officer, personally appeared Marc J. Shapiro, who acknowledged himself to be the Vice Chairman, Finance, Risk Management and Administration of THE CHASE MANHATTAN CORPORATION, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _____________________________________ Notary Public [SEAL] 7 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ day of December, 2000, before me, the undersigned officer, personally appeared _______________, who acknowledged himself to be _______________ of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _____________________________________ Notary Public [SEAL] EX-4.21 5 y43983paex4-21.txt FOURTH SUPPLEMENTAL INDENTURE 1 Exhibit 4.21 THE CHASE MANHATTAN CORPORATION, J.P. MORGAN & CO. INCORPORATED AND U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of December 29, 2000 to INDENTURE Dated as of August 15, 1982, as amended SENIOR DEBT SECURITIES 2 FOURTH SUPPLEMENTAL INDENTURE, dated as of December 29, 2000, among THE CHASE MANHATTAN CORPORATION, a Delaware corporation ("Successor"), J.P. MORGAN & CO. INCORPORATED, a Delaware corporation ("J.P. Morgan"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank (formerly Manufacturers Hanover Trust Company), a New York banking corporation, as trustee (the "Trustee", which term shall include any successor trustee appointed pursuant to Article Six of the Indenture hereafter referred to). WHEREAS, J.P. Morgan and the Trustee have heretofore executed and delivered a certain Indenture, dated as of August 15, 1982, as amended, including by the First Supplemental Indenture, dated as of May 5, 1986, the Second Supplemental Indenture, dated as of February 27, 1996, and the Third Supplemental Indenture, dated as of January 30, 1997 (as so amended, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of Securities; WHEREAS, J.P. Morgan and Successor have entered into an Agreement and Plan of Merger, dated as of September 12, 2000 (the "Merger Agreement"), which contemplates the execution and filing of a Certificate of Merger on the date hereof (the "Certificate of Merger") providing for the merger (effective December 31, 2000) of J.P. Morgan with and into Successor (the "Merger"), with Successor continuing its corporate existence under Delaware law under the name "J.P. Morgan Chase & Co."; WHEREAS, Section 9.1 of the Indenture provides, among other things, that J.P. Morgan shall not merge into any other corporation unless, among other things, the corporation into which J.P. Morgan is merged shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer thereunder, by supplemental indenture satisfactory to the Trustee; WHEREAS, Section 8.1(b) of the Indenture provides, among other things, that, without the consent of the Holders of the Securities, the Issuer, when authorized by a resolution of the Board of Directors of the Issuer, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture to evidence the succession of another corporation to the Issuer, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer; WHEREAS, Successor and J.P. Morgan desire and have requested that the Trustee join in the execution of this Fourth Supplemental Indenture for the purpose of evidencing such succession and assumption and amending certain provisions of the Indenture as hereinafter set forth; WHEREAS, the execution and delivery of this Fourth Supplemental Indenture has been authorized by resolutions of the boards of directors of J.P. Morgan and Successor; and 3 WHEREAS, all conditions precedent and requirements necessary to make this Fourth Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE ONE REPRESENTATIONS OF J.P. MORGAN AND SUCCESSOR Each of J.P. Morgan and Successor represents and warrants to the Trustee as follows: SECTION 1.1 It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. SECTION 1.2 The execution, delivery and performance by it of this Fourth Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it. SECTION 1.3 Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the "Effective Time"), the Merger will be effective in accordance with the terms of the Merger Agreement and Delaware law. SECTION 1.4 Immediately after giving effect to the Merger, Successor shall not be in default in the performance of any covenant or condition of the Indenture. ARTICLE TWO ASSUMPTION AND AGREEMENTS SECTION 2.1 Successor hereby expressly assumes the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all covenants and conditions of the Indenture to be performed or observed by the Issuer thereunder. SECTION 2.2 The Securities and Coupons may bear a notation concerning the assumption of the Indenture and the Securities and Coupons by Successor. 2 4 SECTION 2.3 Successor shall succeed to and be substituted for J.P. Morgan under the Indenture, with the same effect as if Successor had been named as the Issuer thereunder. ARTICLE THREE AMENDMENTS SECTION 3.1 The reference in the preamble to the Indenture to "J.P. MORGAN & CO. INCORPORATED, a Delaware corporation (the "Issuer")," is hereby amended to read "J.P. MORGAN CHASE & CO. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (the "Issuer")," and each other reference therein to "J.P. Morgan & Co. Incorporated" shall be amended to read "J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation)". SECTION 3.2 Except as amended hereby, the Indenture and the Securities and Coupons are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE FOUR MISCELLANEOUS SECTION 4.1 The Trustee accepts the modification of the Indenture effected by this Fourth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of J.P. Morgan and Successor. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this Fourth Supplemental Indenture. SECTION 4.2 If and to the extent that any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision included in this Fourth Supplemental Indenture or in the Indenture that is required to be included in this Fourth Supplemental Indenture or in the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. SECTION 4.3 Nothing in this Fourth Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Fourth Supplemental Indenture. SECTION 4.4 This Fourth Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. 3 5 SECTION 4.5 This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 4.6 This Fourth Supplemental Indenture shall become effective as of the Effective Time. [Remainder of this page intentionally left blank.] 4 6 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested all as of the day and year first above written. J.P. MORGAN & CO. INCORPORATED By______________________________________ Name: Title: (Corporate Seal) Attest: ________________________________ Secretary THE CHASE MANHATTAN CORPORATION By______________________________________ Name: Title: (Corporate Seal) Attest: ________________________________ Assistant Secretary 7 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By_____________________________________ Name: Title: (Corporate Seal) Attest: ________________________________ 8 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ of December, 2000, before me, the undersigned officer, personally appeared___________, who acknowledged himself to be the __________________ of J.P. MORGAN & CO. INCORPORATED, a corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _________________________________________ Notary Public [SEAL] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ____ day of December, 2000, before me, the undersigned officer, personally appeared Marc J. Shapiro, who acknowledged himself to be the Vice Chairman, Finance, Risk Management and Administration of THE CHASE MANHATTAN CORPORATION, a corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _________________________________________ Notary Public [SEAL] 9 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ day of December, 2000, before me, the undersigned officer, personally appeared _______________, who acknowledged himself to be _______________ of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _________________________________________ Notary Public [SEAL] EX-4.24 6 y43983paex4-24.txt SECOND SUPPLEMENTAL INDENTURE 1 Exhibit 4.24 THE CHASE MANHATTAN CORPORATION, J.P. MORGAN & CO. INCORPORATED AND U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of December 29, 2000 to INDENTURE Dated as of December 1, 1986, as amended SUBORDINATED DEBT SECURITIES 2 SECOND SUPPLEMENTAL INDENTURE, dated as of December 29, 2000, among THE CHASE MANHATTAN CORPORATION, a Delaware corporation ("Successor"), J.P. MORGAN & CO. INCORPORATED, a Delaware corporation ("J.P. Morgan"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as First Trust of New York, National Association), a national banking association, as successor to Citibank, N.A., a national banking association, as trustee (the "Trustee", which term shall include any successor trustee appointed pursuant to Article Six of the Indenture hereafter referred to). WHEREAS, J.P. Morgan and the Trustee have heretofore executed and delivered a certain Indenture, dated as of December 1, 1986, as amended, including by the First Supplemental Indenture, dated as of May 12, 1992 (as so amended, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of Securities; WHEREAS, J.P. Morgan and Successor have entered into an Agreement and Plan of Merger, dated as of September 12, 2000 (the "Merger Agreement"), which contemplates the execution and filing of a Certificate of Merger on the date hereof (the "Certificate of Merger") providing for the merger (effective December 31, 2000) of J.P. Morgan with and into Successor (the "Merger"), with Successor continuing its corporate existence under Delaware law under the name "J.P. Morgan Chase & Co."; WHEREAS, Section 9.1 of the Indenture provides, among other things, that the Issuer shall not merge into any other corporation unless, among other things, the corporation into which the Issuer is merged shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer thereunder, by supplemental indenture satisfactory to the Trustee; WHEREAS, Section 8.1 of the Indenture provides, among other things, that, without the consent of the Holders, the Issuer, when authorized by a resolution of the Board of Directors of the Issuer, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture (i) to evidence the succession of another corporation to the Issuer, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer and (ii) to make such provisions in regard to matters or questions arising under the Indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities; WHEREAS, Successor and J.P. Morgan desire and have requested that the Trustee join in the execution of this Second Supplemental Indenture for the purpose of evidencing such succession and assumption and amending certain provisions of the Indenture as hereinafter set forth; WHEREAS, the execution and delivery of this Second Supplemental Indenture has been authorized by resolutions of the boards of directors of J.P. Morgan and Successor; and 1 3 WHEREAS, all conditions precedent and requirements necessary to make this Second Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE ONE REPRESENTATIONS OF J.P. MORGAN AND SUCCESSOR Each of J.P. Morgan and Successor represents and warrants to the Trustee as follows: SECTION 1.1. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. SECTION 1.2. The execution, delivery and performance by it of this Second Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it. SECTION 1.3. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the "Effective Time"), the Merger will be effective in accordance with the terms of the Merger Agreement and Delaware law. SECTION 1.4. Immediately after giving effect to the Merger, Successor shall not be in default in the performance of any covenant or condition of the Indenture. ARTICLE TWO ASSUMPTION AND AGREEMENTS SECTION 2.1. Successor hereby expressly assumes the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all covenants and conditions of the Indenture to be performed or observed by the Issuer thereunder. SECTION 2.2. The Securities and Coupons may bear a notation concerning the assumption of the Indenture and the Securities and Coupons by Successor. 2 4 SECTION 2.3. Successor shall succeed to and be substituted for J.P. Morgan under the Indenture, with the same effect as if Successor had been named as the Issuer thereunder. ARTICLE THREE AMENDMENTS SECTION 3.1. The reference in the preamble to the Indenture to "J.P. MORGAN & CO. INCORPORATED, a Delaware corporation (the "Issuer")," is hereby amended to read "J.P. MORGAN CHASE & CO. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (the "Issuer")," and each other reference therein to "J.P. Morgan & Co. Incorporated" shall be amended to read "J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation)". SECTION 3.2. The definition of "Senior Indebtedness" contained in Section 1.1 of the Indenture is hereby amended in its entirety to read as follows: "'Senior Indebtedness' of the Issuer means the principal of, premium, if any, and interest on: (a) all indebtedness of the Issuer for money borrowed, whether outstanding on the date of execution of this Indenture or thereafter created, assumed or incurred, except (i) the Securities; (ii) all securities issued pursuant to the Indenture, dated as of March 1, 1993, as amended by the First Supplemental Indenture, dated as of December 29, 2000, between the Issuer (as successor-by-merger to J.P. Morgan & Co. Incorporated, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Citibank, N.A., a national banking association, as the same may be further amended, supplemented or otherwise modified from time to time; (iii) all securities issued pursuant to the Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as amended by the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Issuer (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Morgan Guaranty Trust Company of New York, a New York banking corporation, as the same may be further amended, supplemented or otherwise modified from time to time; (iv) all securities issued pursuant to the Amended and Restated Indenture, dated as of September 1, 1993, as amended by the First Supplemental Indenture, dated as of March 29, 1996, the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Issuer (as successor-by-merger to The Chase Manhattan Corporation, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank, a New York banking corporation, as the same may be further amended, supplemented or otherwise modified from time to time; and (v) such indebtedness as is by its terms expressly stated not to be superior in right of payment to, or to rank pari passu with, the Securities or the 3 5 other securities referred to in clauses (ii) through (iv); and (b) any deferrals, renewals or extensions of any such Senior Indebtedness. The term "indebtedness of the Issuer for money borrowed" as used in the foregoing sentence shall mean any obligation of, or any obligation guaranteed by, the Issuer for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets. The Securities shall rank pari passu with the securities referred to in clauses (a)(ii) through (a)(iv) above." SECTION 3.3. Except as amended hereby, the Indenture and the Securities and Coupons are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE FOUR MISCELLANEOUS SECTION 4.1. The Trustee accepts the modification of the Indenture effected by this Second Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of J.P. Morgan and Successor. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this Second Supplemental Indenture. SECTION 4.2. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision included in this Second Supplemental Indenture or in the Indenture that is required to be included in this Second Supplemental Indenture or in the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. SECTION 4.3. Nothing in this Second Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Second Supplemental Indenture. SECTION 4.4. This Second Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise by required by mandatory provisions of law. SECTION 4.5. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 4.6. This Second Supplemental Indenture shall become effective as of the Effective Time. 4 6 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested all as of the day and year first above written. J.P. MORGAN & CO. INCORPORATED By ----------------------------------- Name: Title: (Corporate Seal) Attest: - ------------------------------ Secretary THE CHASE MANHATTAN CORPORATION By ----------------------------------- Name: Title: (Corporate Seal) Attest: - ------------------------------ Assistant Secretary 7 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By ----------------------------------- Name: Title: (Corporate Seal) Attest: - ------------------------------ 8 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ of December, 2000, before me, the undersigned officer, personally appeared___________, who acknowledged himself to be the __________________ of J.P. MORGAN & CO. INCORPORATED, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ---------------------------------- Notary Public [SEAL] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ____ day of December, 2000, before me, the undersigned officer, personally appeared Marc J. Shapiro, who acknowledged himself to be the Vice Chairman, Risk Management and Administration of THE CHASE MANHATTAN CORPORATION, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ----------------------------------- Notary Public [SEAL] 9 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ day of December, 2000, before me, the undersigned officer, personally appeared _______________, who acknowledged himself to be _______________ of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. --------------------------- Notary Public [SEAL] EX-4.26 7 y43983paex4-26.txt FIRST SUPPLEMENTAL INDENTURE 1 Exhibit 4.26 THE CHASE MANHATTAN CORPORATION, J.P. MORGAN & CO. INCORPORATED AND U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 29, 2000 to INDENTURE Dated as of March 1, 1993 SUBORDINATED DEBT SECURITIES 2 FIRST SUPPLEMENTAL INDENTURE, dated as of December 29, 2000, among THE CHASE MANHATTAN CORPORATION, a Delaware corporation ("Successor"), J.P. MORGAN & CO. INCORPORATED, a Delaware corporation ("J.P. Morgan"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as First Trust of New York, National Association), a national banking association, successor to Citibank, N.A., a national banking association, as trustee (the "Trustee", which term shall include any successor trustee appointed pursuant to Article Six of the Indenture hereafter referred to). WHEREAS, J.P. Morgan and the Trustee have heretofore executed and delivered a certain Indenture, dated as of March 1, 1993 (as amended or modified prior to the date hereof, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of Securities; WHEREAS, J.P. Morgan and Successor have entered into an Agreement and Plan of Merger, dated as of September 12, 2000 (the "Merger Agreement"), which contemplates the execution and filing of a Certificate of Merger on the date hereof (the "Certificate of Merger") providing for the merger (effective December 31, 2000) of J.P. Morgan with and into Successor (the "Merger"), with Successor continuing its corporate existence under Delaware law under the name "J.P. Morgan Chase & Co."; WHEREAS, Section 9.1 of the Indenture provides, among other things, that the Issuer shall not merge into any other corporation unless, among other things, the corporation into which the Issuer is merged shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer thereunder, by supplemental indenture satisfactory to the Trustee; WHEREAS, Section 8.1 of the Indenture provides, among other things, that, without the consent of the Holders, the Issuer, when authorized by a resolution of the Board of Directors of the Issuer, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture (i) to evidence the succession of another corporation to the Issuer, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer and (ii) to make provisions in regard to matters or questions arising under the Indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities; WHEREAS, Successor and J.P. Morgan desire and have requested that the Trustee join in the execution of this First Supplemental Indenture for the purpose of evidencing such succession and assumption and amending certain provisions of the Indenture as hereinafter set forth; WHEREAS, the execution and delivery of this First Supplemental Indenture has been authorized by resolutions of the boards of directors of J.P. Morgan and Successor; and WHEREAS, all conditions precedent and requirements necessary to make this First Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; 1 3 NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE ONE REPRESENTATIONS OF J.P. MORGAN AND SUCCESSOR Each of J.P. Morgan and Successor represents and warrants to the Trustee as follows: SECTION 1.1. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. SECTION 1.2. The execution, delivery and performance by it of this First Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it. SECTION 1.3. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the "Effective Time"), the Merger will be effective in accordance with the terms of the Merger Agreement and Delaware law. SECTION 1.4. Immediately after giving effect to the Merger, Successor shall not be in default in the performance of any covenant or condition of the Indenture. ARTICLE TWO ASSUMPTION AND AGREEMENTS SECTION 2.1. Successor hereby expressly assumes the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all covenants and conditions of the Indenture to be performed or observed by the Issuer thereunder. SECTION 2.2. The Securities and Coupons may bear a notation concerning the assumption of the Indenture and the Securities and Coupons by Successor. SECTION 2.3. Successor shall succeed to and be substituted for J.P. Morgan under the Indenture, with the same effect as if Successor had been named as the Issuer thereunder. 2 4 ARTICLE THREE AMENDMENTS SECTION 3.1. The reference in the preamble to the Indenture to "J.P. MORGAN & CO. INCORPORATED, a Delaware corporation (the "Issuer")," is hereby amended to read "J.P. MORGAN CHASE & CO. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (the "Issuer")," and each other reference therein to "J.P. Morgan & Co. Incorporated" shall be amended to read "J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation)". SECTION 3.2. The definition of "Antecedent Subordinated Indebtedness" contained in Section 1.1 of the Indenture is hereby amended in its entirety to read as follows: "'Antecedent Subordinated Indebtedness' means all indebtedness and other obligations outstanding on March 1, 1993 and enumerated in clauses (a)(ii) through (a)(iv) of the definition of Senior Indebtedness." SECTION 3.3. The definition of "Senior Indebtedness" contained in Section 1.1 of the Indenture is hereby amended in its entirety to read as follows: "'Senior Indebtedness' of the Issuer means the principal of, premium, if any, and interest on: (a) all indebtedness of the Issuer for money borrowed, whether outstanding on the date of execution of this Indenture or thereafter created, assumed or incurred, except (i) the Securities; (ii) the U.S.$150,000,000 aggregate principal amount of 8-1/2% Subordinated Notes Due 2003 of the Issuer; (iii) the U.S.$200,000,000 aggregate principal amount of 7-1/4% Subordinated Notes Due 2002 of the Issuer; (iv) the U.S.$200,000,000 aggregate principal amount of Subordinated Floating Rate Notes Due 2002 of the Issuer; (v) the U.S.$250,000,000 aggregate principal amount of Subordinated Floating Rate Notes Due 2002 of the Issuer; (vi) all securities issued pursuant to the Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as amended by the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Issuer (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Morgan Guaranty Trust Company of New York, a New York banking corporation, as the same may further be amended, supplemented or otherwise modified from time to time; (vii) all securities issued pursuant to the Amended and Restated Indenture, dated as of September 1, 1993, as amended by the First Supplemental Indenture, dated as of March 29, 1996, the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Issuer (as successor-by-merger to The Chase Manhattan Corporation, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank, a New York banking corporation, as the same may be further amended, supplemented or otherwise modified from time to time; and (viii) such indebtedness as is by its terms expressly stated not to be superior in right of payment to, or to rank pari passu with, the Securities 3 5 or the other securities referred to in clauses (ii) through (vii); and (b) any deferrals, renewals or extensions of any such Senior Indebtedness. The term "indebtedness of the Issuer for money borrowed" as used in the foregoing sentence shall mean any obligation of, or any obligation guaranteed by, the Issuer for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets. The Securities shall rank pari passu with the securities referred to in clauses (a)(ii) through (a)(vii) above." SECTION 3.4. Except as amended hereby, the Indenture and the Securities and Coupons are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE FOUR MISCELLANEOUS SECTION 4.1. The Trustee accepts the modification of the Indenture effected by this First Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of J.P. Morgan and Successor. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this First Supplemental Indenture. SECTION 4.2. If and to the extent that any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision included in this First Supplemental Indenture or in the Indenture that is required to be included in this First Supplemental Indenture or in the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. SECTION 4.3. Nothing in this First Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this First Supplemental Indenture. SECTION 4.4. This First Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. SECTION 4.5. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 4.6. This First Supplemental Indenture shall become effective as of the Effective Time. 4 6 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested all as of the day and year first above written. J.P. MORGAN & CO. INCORPORATED By ------------------------------------- Name: Title: (Corporate Seal) Attest: - --------------------------------- Secretary THE CHASE MANHATTAN CORPORATION By ------------------------------------- Name: Title: (Corporate Seal) Attest: - --------------------------------- Assistant Secretary 7 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By ------------------------------------- Name: Title: (Corporate Seal) Attest: - --------------------------------- 8 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ of December, 2000, before me, the undersigned officer, personally appeared___________, who acknowledged himself to be the __________________ of J.P. MORGAN & CO. INCORPORATED, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _____________________________________ Notary Public [SEAL] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ____ day of December, 2000, before me, the undersigned officer, personally appeared Marc J. Shapiro, who acknowledged himself to be the Vice Chairman, Risk Management and Administration of THE CHASE MANHATTAN CORPORATION, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ________________________________ Notary Public [SEAL] 9 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this ___ day of December, 2000, before me, the undersigned officer, personally appeared _______________, who acknowledged himself to be _______________ of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ________________________________ Notary Public [SEAL] EX-23.1 8 y43983paex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of The Chase Manhattan Corporation of our report dated January 18, 2000 relating to the financial statements, which appears in The Chase Manhattan Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the references to us under the headings "Experts" in such Registration Statement. /s/ PRICEWATERHOUSECOOPERS LLP -------------------------------------- PricewaterhouseCoopers LLP New York, NY December 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----