Exhibit 3.2
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
The Chase Manhattan Corporation, (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "General Corporation Law"),
DOES HEREBY CERTIFY:
FIRST. That the Board of Directors of the Corporation has duly adopted a
resolution setting forth a proposed amendment of the Restated Certificate of
Incorporation of the Corporation, declaring such amendment to be advisable and
directing that such amendment be considered at the next annual meeting of
stockholders of the Corporation. Pursuant to the proposed amendment, the first
paragraph of Article FOURTH of the Restated Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:
FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is ONE BILLION SEVEN
HUNDRED MILLION, of which TWO HUNDRED MILLION shares shall be shares of
preferred stock of the par value of $1 per share (hereinafter called
"Preferred Stock") and ONE BILLION FIVE HUNDRED MILLION shares shall be
shares of common stock of the par value of $1 per share (hereinafter
called "Common Stock"). Each share of Common Stock issued and outstanding
or held in the treasury of the Corporation immediately prior to the close
of business on such day when the amendment of this first paragraph of
Article FOURTH of the Certificate of Incorporation shall become effective,
shall be subdivided and changed and converted into two fully paid and
nonassessable shares of Common Stock, par value $1 per share, of the
Corporation, and at the close of business on such date, each holder of
record of Common Stock shall, without further action, be and become the
holder of one additional share of Common Stock for each share of Common
Stock held of record immediately prior thereto.
SECOND. That thereafter the foregoing amendment was approved by the
requisite vote of the stockholders of the Corporation.
THIRD. Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its authorized officer, this 20th day of May, 1998.
/s/ Anthony J. Horan
--------------------
Anthony J. Horan
Secretary