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UNDERWRITING AGREEMENT
February 7, 0000
XXX XXXXX XXXXXXXXX CORPORATION
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The undersigned (being herein called the "Under
writers") understand that The Chase Manhattan Corporation, a
Delaware corporation (the "Company"), proposes to issue and
sell $200,000,000 aggregate principal amount of its 5.50%
Notes Due 2001, constituting a series of Senior Debt
Securities (the "Offered Securities"). The Offered
Securities will be issued under the Indenture, dated as of
July 1, 1986, as supplemented by a First Supplemental
Indenture, dated as of November 1, 1990, and a Second
Supplemental Indenture, dated as of May 1, 1991, between the
Company and Bankers Trust Company, 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 February 7,
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 February 12, 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 99.29
per cent of their principal amount, plus accrued interest,
if any, on the Offered Securities from February 12, 1996 to
the Delivery Date.
In accordance with Clause (e) of Paragraph 6 of the
Standard Provisions, the Underwriters hereby confirm that
the following
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statements with respect to the public offering of the
Offered Securities are correct and were furnished to the
Company by or on 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 third 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.
XXXXXX XXXXXXX & CO.
INCORPORATED
UBS SECURITIES INC.
By: CHASE SECURITIES, INC.
By:/s/ Xxxxxxx Xxxxx
--------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and Treasurer
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Exhibit A
Principal Amount
Name Of Offered Securities
CHASE SECURITIES, INC. $50,000,000
CHEMICAL SECURITIES INC. 50,000,000
XXXXXX XXXXXXX & CO. INCORPORATED 50,000,000
UBS SECURITIES INC. 50,000,000
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Total $200,000,000
65653