EXHIBIT NO. 4.4
CERTIFICATE OF DESIGNATIONS
OF
10-1/2% 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 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
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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 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
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"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:
"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
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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 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
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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
Chemical Banking Corporation (the "Corporation") adopted on August 27, 1995 and
October 17, 1995, the issue of up to Five Million Six Hundred Thousand
(5,600,000) shares of 10-1/2% 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 5,600,000 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
"10-1/2% Cumulative Preferred Stock" (hereinafter referred to as the
"10-1.2% Preferred Stock") and the number of shares constituting such
series is Five Million Six Hundred Thousand (5,600,000). The number
of authorized shares of 10-1/2% 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 10-1/2% Preferred
Stock shall not be increased. The 10-1/2% 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", "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", "8.40% Cumulative Preferred Stock", and
"Adjustable Rate Cumulative Preferred Stock, Series N".
2. Dividends. The annual dividend rate of the 10-1/2%
Preferred Stock shall be $2.625 on each outstanding share of such
stock, and no more. Dividends shall be payable on the shares of the
10-1/2% 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
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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 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, 10-1/2% Series G of Chase (the "Chase 10-1/2%
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 10-1/2% 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 10-1/2%
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
10-1/2% Preferred Stock, the Corporation, in making any dividend
payment on account of arrears on the 10-1/2% Preferred Stock or such
other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of 10-1/2% 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 10-1/2% 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 10-1/2% Preferred Stock
for any period less than a full quarter shall be computed on the basis
of a 360 day year.
3. Redemption. On or after September 30, 1998, the
Corporation, at its option, may redeem shares of the 10-1/2%
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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 10-1/2%
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 10-1/2% 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
10-1/2% 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 10-1/2% Preferred Stock are to be redeemed,
shares to be redeemed shall be selected by the Corporation from
outstanding shares of 10-1/2% 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 10-1/2% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or otherwise acquire any
shares of 10-1/2% Preferred Stock unless full cumulative dividends
shall have been paid or declared and set apart for payment upon all
outstanding shares of 10-1/2% Preferred Stock for all past Dividend
Periods; provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of 10-1/2% Preferred Stock pursuant
to a purchase or exchange offer
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made on the same terms to holders of all outstanding shares of 10-1/2%
Preferred Stock.
4. Shares to be Retired. All shares of 10-1/2% 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 10-1/2% Preferred
Stock.
5. Conversion or Exchange. The holders of shares of 10-1/2%
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 10-1/2% 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
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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 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.
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7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the 10-1/2% 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
10-1/2% 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 10-1/2% Preferred Stock and
any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the 10-1/2% Preferred Stock are not paid
in full, the holders of the 10-1/2% 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
10-1/2% Preferred Stock of the full preferential amounts provided for
in this Section 7, the holders of the 10-1/2% 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 10-1/2% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long
as any 10-1/2% 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
distributions of assets junior to the 10-1/2% 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
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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."
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