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UNDERWRITING AGREEMENT
January 16, 0000
XXX XXXXX XXXXXXXXX CORPORATION
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The undersigned (being herein called the "Underwriters")
understand that The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell
$200,000,000 aggregate principal amount of its 6.25% Subordinated
Notes Due 2006, constituting a series of Subordinated Debt
Securities (the "Offered Securities"). The Offered Securities
will be issued under the Amended and Restated Indenture, dated as
of September 1, 1993, between the Company and Chemical Bank, as
Trustee. The terms of the Offered Securities are set forth in
the Company's Registration Statement on Form S-3 (File No.
33-55295) and the Basic Prospectus dated November 23, 1994 (as
defined in the Standard Provisions hereinafter referred to), as
supplemented by a Prospectus Supplement dated January 16, 1996.
All the provisions (including defined terms) contained in
the document entitled "The Chase Manhattan Corporation
Senior/Subordinated Debt Securities and Warrants Underwriting
Agreement Standard Provisions (November 1994)" (the "Standard
Provisions") attached hereto are incorporated by reference herein
in their entirety and shall be deemed to be part of this
Agreement to the same extent as if such provisions had been set
forth in full herein.
The Delivery Date referred to in Paragraph 4 of the Standard
Provisions shall be 10:00 A.M., New York City time, on January
19, 1996. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to
sell and the Underwriters agree to purchase, severally and not
jointly, the respective principal amounts of Offered Securities
set forth opposite their names in Exhibit A hereto at a purchase
price of 98.825 per cent of their principal amount, plus accrued
interest, if any, on the Offered Securities from January 19, 1996
to the Delivery Date.
In accordance with Clause (e) of Paragraph 6 of the Standard
Provisions, the Underwriters hereby confirm that the following
statements with respect to the public offering of the Offered
Securities are correct and were furnished to the Company by or on
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behalf of the Underwriters for use in the Registration Statement
and the Prospectus:
(i) The first sentence of the second to last paragraph
of text on the cover page of the Prospectus Supplement,
concerning the terms of the offering by the Underwriters;
(ii) The first paragraph on page S-2 of the Prospectus
Supplement, concerning stabilization and over-allotment by
the Underwriters;
(iii) The second paragraph of text under the caption
"Underwriting" in the Prospectus Supplement, concerning the
terms of the Offering by the Underwriters; and
(iv) The second sentence of the third paragraph of
text under the caption "Underwriting" in the Prospectus
Supplement, concerning the Underwriters' intention to make a
market in the securities.
With respect to the Offered Securities, Section 9(g) of the
Standard Provisions is amended to read, in its entirety, as
follows:
"(g) At the Delivery Date, Price Waterhouse shall have
furnished to the Representatives a letter, dated as of the
Delivery Date, in form and substance satisfactory to the
Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange
Act and the respective applicable rules and regulations of
the Commission thereunder, and stating, as of the date of
such letter (or, with respect to matters involving changes
or developments since the respective dates as of which
specified financial information is given in the Prospectus,
as of a date not more than five business days prior to the
date of such letter), the conclusions and findings of such
firm as to such financial information and other matters as
the Representatives shall reasonably request."
The Underwriters will offer the Offered Securities for sale
upon the terms and conditions set forth in the Prospectus.
The Underwriters will pay for the Offered Securities at the
time and place and in the manner set forth in the Standard
Provisions.
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Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below and returning a signed copy to us.
Very truly yours,
CHASE SECURITIES, INC.
CHEMICAL SECURITIES INC.
BEAR, XXXXXXX & CO. INC.
CS FIRST BOSTON CORPORATION
XXXXXX XXXXXXX & CO. INCORPORATED
By: CHASE SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ Arjun X. Xxxxxxxx
-----------------------------
Name: Arjun X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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Exhibit A
Principal Amount
Name Of Offered Securities
CHASE SECURITIES, INC. $40,000,000
CHEMICAL SECURITIES INC. 40,000,000
BEAR, XXXXXXX & CO. INC. 40,000,000
CS FIRST BOSTON CORPORATION 40,000,000
XXXXXX XXXXXXX & CO. INCORPORATED 40,000,000
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Total $200,000,000
64692
