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                                                                    Exhibit 4.29

                        RESTATED CERTIFICATE OF TRUST OF
                                CHASE CAPITAL III


                  THIS Restated Certificate of Trust of Chase Capital III (the
"Trust"), dated November __, 1996, is being duly executed and filed by the
undersigned, as trustees, to restate the original Certificate of Trust of the
Trust which was filed on October 28, 1996, with the Secretary of State of the
State of Delaware under the Delaware Business Trust Act (12 Del.C. Section 3801,
et seq.).

                  The Certificate of Trust is hereby restated in its entirety to
read as follows:

                  1. Name. The name of the business trust is Chase Capital III.

                  2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware 19711.

                  3. Effective Date. This Restated Certificate of Trust shall be
effective upon filing with the Secretary of State.

                  IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Restated Certificate of Trust as of the date first
above written.

                                       THE BANK OF NEW YORK
                                       (DELAWARE), as trustee


                                       By: /s/ Melissa J. Beneduce
                                          -------------------------------------
                                          Name:  Melissa J. Beneduce
                                          Title: Assistant Vice President


                                       PETER J. TOBIN, as trustee


                                       /s/ Peter J. Tobin
                                       ----------------------------------------


                                       DEBORAH DUNCAN, as trustee


                                       /s/ Deborah Duncan
                                       ----------------------------------------

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