Chase Manhattan Corp Watch

from 10-Q 1 page Amendment to Terms & Provisions

from 10-Q 1 page <page> 1 Ex-10cc the Chase Manhattan Corporation the Chase Manhattan Bank, N.A. * * * Non-Qualified Retirement Plans for Non-Officer Directors * * * Instrument of Amendment Whereas, the Chase Manhattan Corporation and the Chase Manhattan Bank, N.A. Have Each Established a Retirement Plan for Their Respective Non-Officer Directors, Pursuant to Resolutions Adopted From Time to Time by the Respective Boards of Directors of the Chase Manhattan Corporation and the Chase Manhattan Bank, N.A. Setting Forth the Terms and Provisions of Such Plans (The "Terms and Provisions"); Whereas, the Board of Directors of the Chase Manhattan Corporation and the Board of Directors of the Chase Manhattan Bank, N.A. Each Resolved on August 25, 1995, That the Terms and Provisions Be Amended as Set Forth in This Instrument of Amendment; Now, Therefore, the Terms and Provisions Are Hereby Amended as Follows: 1. to Provide That an Approved Change in Control Shall Not Constitute a "Change in Control" for Purposes of the Plans. as Used Herein, the Term "Approved Change in Control" Means Any "Change in Control" Occurring by Reason of or Upon the Occurrence of the Transactions and Events Contemplated by the Merger Agreement. "Merger Agreement" Means Any Agreement or Plan of Merger or Consolidation Between the Chase Manhattan Corporation and Chemical Banking Corporation That Is Approved by the Boards of Directors of the Chase Manhattan Corporation and Chemical Banking Corporation on or Before September 30, 1995, as Modified From Time to Time. <page> 2 2 2. This Instrument of Amendment Shall Be Effective as of August 25, 1995. in Witness Whereof, the Chase Manhattan Corporation and the Chase Manhattan Bank, N.A. Have Each Executed This Instrument of Amendment as of August 25, 1995. the Chase Manhattan Corporation By: /S/ John J. Farrell John J. Farrell Executive Vice President the Chase Manhattan Bank, N.A. By: /S/ John J. Farrell John J. Farrell Executive Vice President

from 10-Q 1 page Amendment to Tra 86 Supplemental Benefit Plan

from 10-Q 1 page Amendment to Supplemental Benefit Plan

from 10-Q 1 page Amendment to Supplemental Retirement Plan

from 10-Q 1 page <page> 1 Ex-10y the Chase Manhattan Corporation Three-Year Incentive Arrangement for Certain Executive Officers Instrument of Amendment Whereas, the Chase Manhattan Corporation Has Reserved Right to Amend the Three-Year Incentive Arrangement for Certain Executive Officers (The "Arrangement"); Whereas, the Compensation Committee of the Board of Directors of the Chase Manhattan Corporation Has the Authority to Amend the Arrangement and Now Desires to Amend the Arrangement as Set Forth in This Instrument of Amendment; Now, Therefore, the Arrangement Is Hereby Amended as Follows: 1. the Arrangement Is Amended by Adding the Following New Third Paragraph Under the Heading "Change in Control": Notwithstanding the Foregoing, in the Event an Approved Change in Control Shall Occur, the Committee Shall Have the Authority to Reduce the Amount of Any Award That Would Be Payable Under the Arrangement (And/or to Impose Additional Conditions Upon the Payment of Such Award). as Used Herein, the Term "Approved Change in Control" Means Any Change in Control Occurring by Reason of or Upon the Occurrence of the Transactions and Events Contemplated by the Merger Agreement. "Merger Agreement" Means Any Agreement or Plan of Merger or Consolidation Between the Corporation and Chemical Banking Corporation That Is Approved by the Boards of Directors of the Corporation and Chemical Banking Corporation on or Before September 30, 1995, as Modified From Time to Time. 2. the Amendment Set Forth Above Shall Be Effective as of August 25, 1995. in Witness Whereof, the Compensation Committee of the Chase Manhattan Corporation Has Caused This Instrument of Amendment to Be Executed as of August 25, 1995. the Chase Manhattan Corporation By: /S/ John J. Farrell John J. Farrell Executive Vice President

from 10-Q ~5 pages Three-Year Incentive Arrangement for Cert. Off's.

from 10-Q ~5 pages Annual Incentive Arrangement for Certain Officers

from 10-Q 1 page Amendment to Annual Incentive Compensation Prgram

from 10-Q 1 page <page> 1 Ex-10u the Chase Manhattan Bank, N.A. Management Incentive Plan Instrument of Amendment Whereas, the Chase Manhattan Bank, N.A. Maintains the Chase Manhattan Management Incentive Plan (The "Program"), Pursuant to Resolutions of the Board of Directors of the Chase Manhattan Bank, N.A.; Whereas, the Board of Directors of the the Chase Manhattan Bank, N.A. Resolved on August 25, 1995, That the Program Be Amended as Set Forth in This Instrument of Amendment; Now, Therefore, the Program Is Hereby Amended as Follows: 1. Section 2(b) of the Resolutions Dated August 17, 1990 to the Program Is Amended by Inserting at the End Thereof the Following: For Purposes of This Change in Control Provision, an Approved Change in Control Shall Not Constitute a Change in Control. as Used Herein, the Term "Approved Change in Control" Means Any Change in Control Occurring by Reason of or Upon the Occurrence of the Transactions and Events Contemplated by the Merger Agreement. "Merger Agreement" Means Any Agreement or Plan of Merger or Consolidation Between Cmc and Chemical Banking Corporation That Is Approved by the Boards of Directors of Cmc and Chemical Banking Corporation on or Before September 30, 1995, as Modified From Time to Time. 2. This Instrument of Amendment Shall Be Effective as of August 25, 1995. in Witness Whereof, the Chase Manhattan Bank, N.A. Has Executed This Instrument of Amendment as of August 25, 1995. the Chase Manhattan Bank, N.A. By: /S/ John J. Farrell John J. Farrell Executive Vice President

from 10-Q 1 page Amendment to 1987/82 Long-Term Incentive Plan

from 10-Q 1 page Amendment of 1994 Long-Term Incentive Plan

from 10-Q ~5 pages Amendment to the Special Severance Plan

from 10-Q ~5 pages Form of Amendment to Forms of Termination Agmts.

from 8-K ~10 pages Employee Benefits Agreement

from 8-K ~20 pages Stock Option Agmt. Between Chase and Chemical

from 8-K ~20 pages Stock Option Agmt. Between Chemical and Chase

from 10-Q 1 page Amended List of Executive Officers

from 10-Q 1 page Amended List of Executive Officers

from 10-K 1 page Material contract