EXHIBIT NO. 4.8
CERTIFICATE OF DESIGNATIONS
OF
8-1/2% 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 Six Million Eight Hundred Thousand
(6,800,000) shares of 8-1/2% 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 6,800,000 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
"8-1/2% Cumulative Preferred Stock" (hereinafter referred to as the
"8-1/2% Preferred Stock") and the number of shares constituting such
series is Six Million Eight Hundred Thousand (6,800,000). The number
of authorized shares of 8-1/2% 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 8-1/2% Preferred
Stock shall not be increased. The 8-1/2% 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", "10-1/2% Cumulative Preferred
Stock", "9.76% Cumulative Preferred Stock", "10.84% Cumulative
Preferred Stock", "9.08% Cumulative Preferred Stock", "8.32%
Cumulative Preferred Stock", "8.40% Cumulative Preferred Stock", and
"Adjustable Rate Cumulative Preferred Stock, Series N". The 8-1/2%
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.
2. Dividends. The annual dividend rate of the 8-1/2%
Preferred Stock shall be $2.125 on each outstanding share of such
stock, and no more. Dividends shall be payable on the shares of the
8-1/2% 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
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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, 8-1/2%
Series K of Chase (the "Chase 8-1/2% 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 8-1/2%
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 8-1/2% 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 8-1/2% Preferred Stock, the
Corporation, in making any dividend payment on account of arrears on
the 8-1/2% Preferred Stock or such other series of Preferred Stock,
shall make payments ratably upon all outstanding shares of 8-1/2%
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 8-1/2% 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 8-1/2% Preferred Stock for any
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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, 1997, the Corporation,
at its option, may redeem shares of the 8-1/2% 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. To permit the 8-1/2% 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 8-1/2%
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 8-1/2% 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 8-1/2%
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 8-1/2% Preferred Stock are to be redeemed, shares to be
redeemed shall be selected by the Corporation from outstanding shares
of 8-1/2% 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 8-1/2% Preferred Stock pursuant to the first
paragraph of this Section 3 or purchase or
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otherwise acquire any shares of 8-1/2% Preferred Stock unless full
cumulative dividends shall have been paid or declared and set apart
for payment upon all outstanding shares of 8-1/2% Preferred Stock for
all past Dividend Periods; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of 8-1/2% Preferred
Stock pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of 8-1/2% Preferred Stock.
4. Shares to be Retired. All shares of 8-1/2% 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 8-1/2% Preferred
Stock.
5. Conversion or Exchange. The holders of shares of 8-1/2%
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 8-1/2% 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
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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 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
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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 8-1/2% 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 8-1/2%
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 8-1/2% Preferred Stock and any other
shares of stock of the Corporation ranking as to any such distribution
on a parity with the 8-1/2% Preferred Stock are not paid in full, the
holders of the 8-1/2% 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 8-1/2% Preferred
Stock of the full preferential amounts provided for in this Section 7,
the holders of the 8-1/2% 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 8-1/2% Preferred Stock.
8. Limitation on Dividends on Junior Ranking Stock. So long
as any 8-1/2% 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 8-1/2% 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
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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."
IN WITNESS WHEREOF, CHEMICAL BANKING CORPORATION has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
_______________, its Chairman and Chief Executive Officer, 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