Exhibit 99.9
CHEMICAL BANKING CORPORATION
SPECIAL MEETING OF STOCKHOLDERS -- DECEMBER 11, 1995 AT 10:00 A.M.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Chemical Banking Corporation ("Chemical") hereby
appoints Shirley Strum Kenny, John J. Lynagh and Stanley van den Heuvel the
proxies of the undersigned (each with power of substitution and with all powers
the undersigned would possess if personally present) to vote at the Special
Meeting of Stockholders of Chemical to be held December 11, 1995, and at any
adjournment or postponement thereof (the "Meeting"), all the shares of Common
Stock of Chemical which the undersigned would be entitled to vote on the
following proposals more fully described in the Joint Proxy
Statement/Prospectus for the Meeting in the manner specified and in the
discretion of the named proxies on any other business that may properly come
before the Meeting.
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Please indicate on the reverse side of this card how your stock is to be voted.
UNLESS YOU SPECIFICALLY DIRECT OTHERWISE, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED "FOR" PROPOSALS (1) AND (2). UNLESS EACH OF PROPOSAL (1) AND
PROPOSAL (2) ARE APPROVED BY THE STOCKHOLDERS OF CHEMICAL, NEITHER PROPOSAL
WILL BE ADOPTED.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
(1) Approval and adoption of the Agreement and Plan For Against Abstain
of Merger, dated as of August 27, 1995, relating
to the merger of The Chase Manhattan Corporation / / / / / /
with and into Chemical.
(2) Approval of the amendment and restatement of For Against Abstain
Chemical's Restated Certificate of Incorporation
to provide that Chemical will have the authority
to issue an aggregate of up to 750,000,000 shares / / / / / /
of Common Stock and to make certain other technical
amendments described in the Joint Proxy Statement/
Prospectus.
NOTE: Your signature should appear as your name appears hereon. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Pleas sign, date and return the proxy card promptly using the enclosed envelope.
Dated: -------------------------------------------------------------------, 1995
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Signature
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(Signature if held jointly)
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
FOLD AND DETACH HERE