EXHIBIT 4.10
CERTIFICATE OF DESIGNATIONS
OF
8.40% CUMULATIVE PREFERRED STOCK
OF
CHEMICAL BANKING CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
CHEMICAL BANKING CORPORATION, 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 at a
meeting duly convened and held on __________ __, 1995, 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, which provides for the merger of Chase with and
into the 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
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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, 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
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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 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:
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"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
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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 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 _______
__, 1995, 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:
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"RESOLVED, that pursuant to resolutions of the Board of Directors of
Chemical Banking Corporation (the "Corporation") adopted on August 27, 1995 and
October 17, 1995, the issue of up to Six Million Nine Hundred Thousand
(6,900,000) shares of 8.40% 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 6,900,000 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 "8.40%
Cumulative Preferred Stock" (hereinafter referred to as the "8.40%
Preferred Stock") and the number of shares constituting such series is Six
Million Nine Hundred Thousand (6,900,000). The number of authorized shares
of 8.40% 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 8.40% Preferred Stock shall not be increased. The 8.40%
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 "Adjustable Rate Cumulative Preferred
Stock, Series N". The 8.40% Preferred Stock shall rank senior as to
dividends and distributions of assets to the series of Preferred Stock,
$1.00 par value, of the Corporation designated as Junior Participating
Preferred Stock.
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2. Dividends. The annual dividend rate of the 8.40% Preferred Stock
shall be $2.10 on each outstanding share of such stock, and no more.
Dividends shall be payable on the shares of the 8.40% Preferred Stock,
when and as declared by the Board 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, 8.40%
Series M of Chase (the "Chase 8.40% 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 8.40% 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 8.40% 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
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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 8.40% Preferred Stock, the Corporation, in making any
dividend payment on account of arrears on the 8.40% Preferred Stock or
such other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of 8.40% 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 8.40% 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 8.40% 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 consisting of twelve 30-day months.
3. Redemption. On or after March 31, 1998, the Corporation, at its
option, may redeem shares of the 8.40% 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 8.40% 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.
In the event the Corporation shall redeem shares of 8.40% 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 8.40% 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
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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 8.40% 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
8.40% Preferred Stock are to be redeemed, shares to be redeemed shall be
selected by the Corporation from outstanding shares of 8.40% 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 8.40% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any shares of
8.40% Preferred Stock unless full cumulative dividends shall have been
paid or declared and set apart for payment upon all outstanding shares of
8.40% Preferred Stock for all past Dividend Periods; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares
of 8.40% Preferred Stock pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of 8.40% Preferred
Stock.
4. Shares to be Retired. All shares of 8.40% 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,
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without designation as to series, and may thereafter be issued, but not as
shares of 8.40% Preferred Stock.
5. Conversion or Exchange. The holders of shares of 8.40% 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 8.40% 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
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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 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
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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 8.40% 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 8.40% 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 8.40% Preferred Stock and any other shares of
stock of the Corporation ranking as to any such distribution on a parity
with the 8.40% Preferred Stock are not paid in full, the holders of the
8.40% 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 8.40% Preferred Stock of the full preferential
amounts provided for in this Section 7, the holders of the 8.40% 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,
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merger or sale of assets shall not in any way impair the voting power,
preferences or special rights of the 8.40% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long as any
8.40% 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 8.40% 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 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."
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IN WITNESS WHEREOF, CHEMICAL BANKING CORPORATION has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
_____________, its _____________, and attested to by John B. Wynne, its
Secretary, this __ day of __________, 199_.
CHEMICAL BANKING CORPORATION
By:
------------------------------
Name:
Title:
[Corporate Seal]
Attest:
By:
------------------------------
Name: John B. Wynne
Title: Secretary