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THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL
AGENCY.
CUSIP:
REGISTERED REGISTERED
No. R- $
THE CHASE MANHATTAN CORPORATION
6.25% SUBORDINATED NOTE DUE 2006
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay
to____________ or registered assigns, the principal sum of
_________________ Dollars on January 15, 2006, and to pay
interest on said principal sum semi-annually on January 15
and July 15 in each year, commencing on July 15, 1996, at
the rate of 6.25% per annum, from January 19, 1996 or from
the most recent Interest Payment Date to which interest has
been paid or duly provided for, or, if the date hereof is an
Interest Payment Date to which interest has been paid or
duly provided for, then from the date hereof, until payment
of said principal sum has been made or duly provided for.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided
in said Indenture, be paid to the Person in whose name this
6.25% Subordinated Note Due 2006 (or one or more Predecessor
Securities, as defined in said Indenture) is registered at
the close of business on the January 1 or July 1, as the
case may be, immediately preceding such Interest Payment
Date ("Regular Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may
be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee (as defined
below), notice whereof shall be given to Holders of Notes
(as defined below) not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest payable at
maturity will be payable to the Person to whom principal is
payable. Payment of the principal of and interest on this
Note will be made at the office or agency of the Company
maintained for such purpose in The City of New York, in such
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coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and
private debts. Payment of interest may, at the option of
the Company, be made by check mailed to the registered
address of the Person entitled thereto.
This Note is one of a duly authorized series of
Securities (as defined below) of the Company designated as
the 6.25% Subordinated Notes Due 2006 (herein called the
"Notes") limited in aggregate principal amount to
$200,000,000, issued and to be issued under an Amended and
Restated Indenture dated as of September 1, 1993 (herein
called the "Indenture"), between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The Indenture provides
for the issuance of subordinated debt securities (the
"Securities") of the Company in one or more series.
The Notes are not redeemable prior to maturity.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to
the extent and in the manner set forth in the Indenture,
subordinate and junior in right of payment to the Company's
obligations to holders of Senior Indebtedness of the Company
(as defined in the Indenture), and each Holder of Notes, by
the acceptance thereof, agrees to and shall be bound by such
provisions of the Indenture.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy, insolvency or
reorganization of the Company) shall occur and be
continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided
in the Indenture. There is no right of acceleration of the
payment of principal of the Notes upon a default in the
payment of interest on the Notes or in the performance of
any covenant of the Company in the Indenture or in the
Notes.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of Securities under the Indenture at any time
by the Company and the Trustee with the consent of the
Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities of each series affected. The
Indenture also contains provisions permitting the Holders of
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specified percentages in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all
the Securities of such series, to waive, with respect to the
Securities of such series, compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on
the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of
the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes,
of any authorized denominations and of like tenor and of a
like aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of any authorized denominations and of like tenor, as
requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or of the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
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Unless otherwise defined in this Note, all terms used
in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be construed in accordance with and
governed by the laws of the State of New York.
Unless the Certificate of Authentication hereon has
been executed by or on behalf of the Trustee or its
authenticating agent under the Indenture by the manual
signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile,
under its corporate seal.
THE CHASE MANHATTAN
CORPORATION
By: ____________________________
Seal Name:
Title:
By: ____________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
as Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the
inscription on this instrument, shall be construed as though
they were written out in full according to applicable laws
or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian ..............
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
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__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
____________________________________________________________
____________________________________________________________
____________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
_______________________________________________________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated: ______________________ __________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
64687
