Exhibit 4.4
EXHIBIT A
[FORM OF FACE OF DEPOSITARY RECEIPT]
Number: [# of Depositary Shares]
CUSIP _______________
CERTIFICATE FOR NOT MORE THAN ________ DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
REPRESENTING [INSERT PREFERRED STOCK] OF
THE CHASE MANHATTAN CORPORATION
(Incorporated Under the Laws of the State of Delaware)
__________________, as Depositary (the "Depositary"), hereby certifies
that ________________________________________________________ is the registered
owner of ___________________ Depositary Shares ("Depositary Shares"), each
Depositary Share representing [insert fractional share] of one share of [insert
series of preferred stock] (the "Stock") of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement,
dated as of ____________ (the "Deposit Agreement"), between the Corporation and
the Depositary. By accepting this Depositary Receipt, the holder hereof becomes
a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any
purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual signature of a duly
authorized officer or, if executed in facsimile by the Depositary, countersigned
by a Registrar in respect of the Depositary Receipts by the manual signature of
a duly authorized officer thereof.
Dated: Countersigned and Registered
_______________________ ____________________________
Depositary Transfer Agent and Registrar
By:____________________ By:_________________________
Authorized Officer Authorized Officer
[FORM OF REVERSE OF DEPOSITARY RECEIPT]
The following summary of certain provisions of the Deposit Agreement
is subject to the detailed provisions thereof, to which reference is hereby
made.
1. Redemption. Whenever the Company shall be permitted and shall
elect, under the Certificate of Designation relating to the Stock (the
"Certificate"), to redeem shares of the Stock, it shall give the Depositary
notice thereof. The Depositary shall mail notice of such redemption and the
simultaneous redemption of the corresponding Depositary Shares not less than 30
and not more than 60 days prior to the date fixed for redemption to the holders
of record of Receipts representing the number of Depositary Shares to be
redeemed. Each such notice shall state: (a) the date of such proposed
redemption; (b) the number of Depositary Shares to be redeemed; (c) the
redemption price (which shall include full cumulative dividends thereon the
redemption date); (d) the place or places where Receipts evidencing Depositary
Shares are to be surrendered for payment of the redemption price; and (e) that
dividends in respect of the Stock represented by the Depositary Shares to be
redeemed will cease to accumulate at the close of business on such redemption
date. In case less than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be so redeemed shall be selected by lot or
pro rata as may be determined by the Depositary to be equitable. From and after
the date set for redemption, all dividends in respect of the Depositary Shares
so called for redemption shall cease to accrue, such Depositary Shares shall no
longer be deemed outstanding and all rights of the holders of Receipts
representing such Depositary Shares (except the right to receive the redemption
price) shall cease and terminate. From and after the redemption date, upon
surrender in accordance with the redemption notice of the Receipts representing
any such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed by the
Depositary at the redemption price per share equal to [insert fractional share]
of the redemption price per share paid in respect of the shares of Stock plus
any money or other property represented thereby.
2. Transfer, Split-ups, Combinations. This Receipt is transferable
on the books of the Depositary upon surrender of this Receipt to the Depositary,
properly endorsed or accompanied by a properly executed instrument of transfer,
and upon such transfer the Depositary shall execute a new Receipt to or upon the
order of the person entitled thereto, as provided in the Deposit Agreement. This
Receipt may be split into other Receipts or combined with other Receipts into
one Receipt, representing the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.
3. Suspension of Delivery, Transfer, etc. The transfer or surrender
of this Receipt may be suspended during any period when the register of
stockholders of the Company is closed or if any such action is deemed necessary
or advisable by the Depositary, any agent of the Depositary, or the Company at
any time or from time to time
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because of any requirement of law or of any government or governmental body or
commission, or under any provision of the Deposit Agreement.
4. Payment of Taxes or Other Governmental Charges. If any tax or
other governmental charge shall become payable by or on behalf of the Depositary
with respect to this Receipt, such tax (including transfer taxes, if any) or
governmental charge shall be payable by the holder hereof. Transfer of this
Receipt may be refused until such payment is made, and any dividends, interest
payments or other distributions may be withheld or any part of or all the Stock
or other property represented by this Receipt and not theretofore sold may be
sold for the account of the holder thereof (after attempting by reasonable means
to notify such holder prior to such sale), and such dividends, interest payments
or other distributions or the proceeds of any such sale may be applied to any
payment of such tax or charge, the holder of this Receipt remaining liable for
any deficiency.
5. Warranty by Company. The Company has warranted that the Stock,
when issued, will be validly issued, fully paid and nonassessable.
6. Amendment. The form of the Receipts and any provisions of the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment which shall
materially and adversely alter the rights of the holders of Receipts shall be
effective unless such amendment shall have been approved by the holders of at
least a majority of the Depositary Shares then outstanding. A holder of a
Receipt at the time any such amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby.
7. Charges of Depositary. The Company will pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements, and all charges of the Depositary in connection with
the initial deposit of the Stock and the initial issuance of the Depositary
Shares and redemption of the Stock at the option of the Company. All other
transfer and other taxes and other governmental charges shall be at the expense
of holders of Depositary Shares. All other charges and expenses of the
Depositary and any agent of the Depositary will be paid upon consultation and
agreement between the Depositary and the Company.
8. Title to Receipts. This Receipt (and the Depositary Shares
evidenced hereby), when properly endorsed or accompanied by a properly executed
instrument of transfer, is transferable by delivery with the same effect as in
the case of a negotiable instrument; provided, however, that until transfer of a
Receipt shall be registered on the books of the Depositary, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder hereof at
such time as the absolute owner hereof for the purpose of determining the person
entitled to distributions of dividends or other
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distributions or to any notice provided for in the Deposit Agreement, and for
all other purposes.
9. Dividends and Distributions. Whenever the Depositary receives any
cash dividend or other cash distribution on the Stock, the Depositary will,
subject to the provisions of the Deposit Agreement, make such distribution to
the Receipt holders as nearly as practicable in proportion to the number of
Depositary Shares held by them; provided, however, that the amount distributed
will be reduced by any amounts required to be withheld by the Company or the
Depositary on account of taxes. Other distributions received on the Stock may be
distributed to holders of Receipts as provided in the Deposit Agreement.
10. Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or if rights, preferences or privileges shall at any time be offered, with
respect to Stock, or whenever the Depositary shall receive notice of any meeting
at which holders of Stock are entitled to vote or of which holders of Stock are
entitled to notice, the Depositary shall in each instance fix a record date
(which shall be the record date fixed by the Company with respect to the Stock),
for the determination of the holders of Receipts who shall be entitled to
receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights at any such meeting, or who shall be entitled to notice of such
meeting.
11. Voting Rights. Upon receipt of notice of any meeting at which
holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement informing holders of Receipts that they may instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of
Stock represented by their respective Depositary Shares and a brief statement as
to the manner in which such instructions may be given. Upon the written request
of a holder of a Receipt on such record date, the Depositary shall endeavor
insofar as practicable to vote or cause to be voted the amount of Stock
represented by such Receipt in accordance with the instructions set forth in
such request. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting (but, at its discretion, not
from appearing at any meeting with respect to such Stock unless directed to the
contrary by the holders of Receipts) to the extent of the Stock represented by
the Depositary Shares evidenced by such Receipt.
12. Changes Affecting Deposited Securities. Upon any change in par
or stated value, split-up, combination or any other reclassification of the
Stock or upon any recapitalization, reorganization, merger, amalgamation or
consolidation affecting the Company or to which it is a party, or upon the sale
of all or substantially all of the Company's assets, the Depositary may in its
discretion with the approval of the Company, and in such manner as the
Depositary may deem equitable, (i) make such adjustments in (x) the fraction of
an interest represented by one Depositary Share in one share of Stock
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and (y) the ratio of the redemption price of a share of Stock, in each case as
may be necessary fully to reflect the effect of such change and (ii) treat any
securities which shall be received by the Depositary in exchange for or upon
conversion or in respect of the Stock as new deposited securities so received in
exchange for or upon conversion or in respect of such Stock. In any such case
the Depositary may in its discretion, with the approval of the Company, execute
and deliver additional Receipts, or may call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited securities.
13. Liability and Obligations of the Depositary, the Depositary's
Agents or the Company. Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to any holder of any Receipt, other than
for its gross negligence or willful misconduct. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company shall incur any liability
to any holder of any Receipt if by reason of any provision of any present or
future law or regulation thereunder of the United States of America or any other
governmental authority or, in the case of the Depositary, the Depositary's Agent
or the Registrar, by reason of any provision, present or future, of the
Company's Certificate of Incorporation (including the Certificate) or by reason
of any act of God or war or other circumstance beyond their control, the
Depositary, the Depositary's Agent, the Registrar of the Company shall be
prevented or forbidden from doing or performing any act or thing which the terms
of this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Receipt by reason of nonperformance or delay,
caused as aforesaid, in performance of any act or thing which by the terms of
the Deposit Agreement it is provided shall or may be done or performed, or by
reason of any exercise of, or failure to exercise, any discretion provided for
in the Deposit Agreement, other than for its gross negligence or willful
misconduct. Neither the Depositary nor any Depositary's Agent nor the Company
assumes any obligation or shall be subject to any liability under the Deposit
Agreement to holders of Receipts other than to use its best judgment and good
faith in the performance of such duties as are specifically set forth in the
Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of the Stock, the
Depositary Shares or the Receipts, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished. The Deposit Agreement contains various other
exculpatory, indemnification and related provisions, to which reference is
hereby made.
14. Resignation and Removal of Depositary. The Depositary may at any
time (a) resign by written notice of its election to do so delivered to the
Company, such resignation to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment, or (b) be removed by the
Company effective upon the appointment of a successor Depositary and its
acceptance of such appointment.
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15. Termination of Deposit Agreement. The Deposit Agreement may be
terminated by the Company or the Depositary only upon or after the occurrence of
any of the following events: (i) all outstanding Depositary Shares shall have
been redeemed or (ii) there shall have been made a final distribution in respect
of the Stock in connection with any liquidation, dissolution or winding up of
the Company and such distribution shall have been distributed to the holders of
Receipts. Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations thereunder except for its obligations to the
Depositary with respect to indemnification, charges and expenses.
16. Governing Law. This Receipt and the Deposit Agreement and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by and construed in accordance with the Laws of the State of New York.
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